- CFA Institute
In the financial world, concern about executive compensation typically is limited to whether or not rewards directly correspond to results created by management’s decisions or actions. Of equal importance, however, is whether the board of directors or supervisory board of a company has devised a remuneration plan that induces management to act in a manner that is consistent with the interests of shareowners.
For the most part, shareowners and investors have only the regulatory disclosures mandated in their regions to answer these questions. Although these disclosures have improved in recent years, there is still very little guidance available to help investors understand how boards develop and decide on compensation systems for the individuals hired to manage these companies. As a supplement to The Corporate Governance of Listed Companies: A Manual for Investors, this manual builds awareness of how executives are paid and describes the governance structures that help set compensation plans within companies.
- Carter, Mary Ellen, Luann J. Lynch, and Irem Tuna 2006 The Role of Accounting in the Design of CEO Equity Compensation Working paper University of Pennsylvania
- Financial Accounting Standards Board 2004 Statement of Financial Accounting Standards (SFAS) No. 123 (revised) Share-Based Payment December
- Knowledge@Wharton 2006 How New Accounting Rules Are Changing the Way CEOs Get Paid May
- Spector, Scott P 2004 FASB Publishes Exposure Draft on Changes to Accounting Rules for Equity Compensation Executive Compensation and Benefits Fenwick & West
- The Options Institute (Chicago Board Options Exchange) 1994 Options: Essential Concepts and Trading Strategies. 2nd ed. Chicago Irwin Professional Publishing
- Anson, Mark, R. Theodore White, William McGrew, and Bridgette Butler 2004 Fair or Excessive? A Reliable Model for Determining the Appropriateness of Executive Compensation Ivey Business Journal Vol. 68 No. 5 May/June
- Institutional Shareholder Services 2007 Exit Pay: Best Practices in Practice White paper March
- Pearl Meyer & Partners and Clark Consulting 2006 Effective Governance of Executive Compensation: Best Practices, Tools & Techniques Governance webcast October
- State Board of Administration (SBA) of Florida (2007) 2007 Perspectives on Executive Compensation February
- TIAA-CREF 2006 An Overview of Teachers Insurance and Annuity Association’s Executive Compensation Policy: Issued by the TIAA Human Resources Committee to the Board of Trustees (amended) August New York
- Kloman, H. Felix 2006 Reputation and Executive Compensation Risk Management Reports Vol. 35 No. 7 July
- Knowledge@Wharton 2006 What Happens When the Press Blasts Your CEO for Excess Compensation? Apparently Not Much March
- Perry, Jason, and Patrick de Fontnouvelle 2005 Measuring Reputational Risk: The Market Reaction to Operational Loss Announcements Working paper October
- Bebchuk, Lucian, and Jesse M. Fried 2003 Executive Compensation as an Agency Problem Journal of Economic Perspectives Vol. 17 No. 3 Fall 22
- Bebchuk, Lucian, and Jesse M. Fried 2005 Executive Compensation at Fannie Mae: A Case Study of Perverse Incentives, Nonperformance Pay, and Camouflage Journal of Corporation Law Vol. 30 No. 4 Summer 16
- Bebchuk, Lucian, Yaniv Grinstein, and Urs C. Peyer 2006 Lucky CEOs Harvard Law and Economics Discussion Paper No. 566 November
- Bogle, John C. 2005 The Executive Compensation System Is Broken Journal of Corporation Law Vol. 30 No. 4 Summer 6
- Jagolinzer, Alan D. 2006 Do Insiders Trade Strategically within the SEC Rule 10b5-1 Safe Harbor? Working paper December
- Maremont, Mark, and Charles Forelle 2006 Bosses’ Pay: How Stock Options Became Part of the Problem Wall Street Journal December 1
- Sundaram, Rangarajan K., and David Yermack 2005 Pay Me Later: Inside Debt and Its Role in Managerial Compensation Working paper May New York University
- Wade, James B., Charles A. O’Reilly III, and Timothy G. Pollock 2006 Overpaid CEOs and Underpaid Managers: Fairness and Executive Compensation Organization Science Vol. 17 No. 5 September-October 18
- Yermack, David 2005 Flights of Fancy: Corporate Jets, CEO Perquisites, and Inferior Shareholder Returns Paper presented at annual meeting of American Finance Association (AFA) January Philadephia
- Bebchuk, Lucian, and Robert J. Jackson 2005 Executive Pensions. Journal of Corporation Law Vol. 30 No. 4 Summer 33
- Biggs, John 2005 Executive Compensation: Perspectives from a Former CEO Journal of Corporation Law, Vol. 30 No. 4 Summer 6
- Core, John E., Wayne Guay, and David F. Larcker 2005 The Power of the Pen and Executive Compensation Working paper, December University of Pennsylvania
- Hodgson, Paul 2005 Board Perspectives: Building Value through Compensation Riverwoods, IL CCH Inc.
- Matsumura, Ella Mae, and Jae Yong Shin 2006 Executive Pay Reform: Likely Consequences and Ethical Issues GoodBusiness Vol. 5 No. 1
- Murphy, Kevin J. 1998 Executive Compensation Working paper April
- Nakazato, Minoru, J. Mark Ramseyer, and Eric Bennett Rasmusen 2006 Executive Compensation in Japan: Estimating Levels and Determinants from Tax Records Harvard Law and Economics Discussion Paper No. 567 December
- Schwab, Stewart J., and Randall S. Thomas 2004 An Empirical Analysis of CEO Employment Contracts: What Do Top Executives Bargain For? Cornell Law School Research Paper No. 04-024; Vanderbilt Law and Economics Research Paper No. 04-12 April
- Webster, Susan 2006 Executive Compensation: New Developments and Requirements. Society of Corporate Secretaries & Governance Professionals (SCSGP), Westchester/Fairfield Chapter Members’ Roundtable November
- Brown, Thomas 2007 Now That’s a Compensation Discussion! Bankstocks.com
- Cioppa, Paolo 2006 Executive Compensation: The Fallacy of Disclosure Global Jurist Topics Vol. 6 No. 3
- Gordon, Jeffrey N. 2006 Executive Compensation: If There’s a Problem, What’s the Remedy? The Case for ‘Compensation Discussion and Analysis Working paper February Columbia Law School
- Moody’s Investors Service 2007 Special Comment: A User’s Guide to the SEC’s New Rules for Reporting Executive Pay April
- Pope, Peter, and Steven Young 2004 Executive Remuneration: An Investor’s Guide Working paper Lancaster University
- Powell Goldstein 2006 Executive Compensation Disclosure Memo Series Part 1 of 6 November
- Cheffins, Brian R., and Randall S. Thomas 2001 hould Shareholders Have a Greater Say over Executive Pay?: Learning from the U.S. Experience. Joe C. Davis Research Paper Number 01-6 Vanderbilt University Law School
- Davis, Stephen 2007 Does ‘Say on Pay’ Work? Lessons on Making CEO Compensation Accountable Policy Briefing No. 1 (draft) Millstein Center for Corporate Governance and Performance, Yale School of Management.
- Hartzell, Jay, and Laura Starks 2003 Institutional Investors and Executive Compensation Journal of Finance Vol. 58 No. 6 24
- Institutional Shareholder Service 2006 Majority Voting for Director Elections Governance Weekly December
- Institutional Shareholder Services 2007 First Majority for ‘Say on Pay Corporate Governance Blog May
- International Corporate Governance Network 2006 ICGN Remuneration Guidelines, Draft June
- Knowledge@Wharton 2005 Six Degrees of Separation: Examining Back Door Links between Directors and CEO Pay. May
- Knowledge@Wharton 2006 CEO Pay: A Window into Corporate Governance May
- Levitt, Arthur, Jr. 2005 Corporate Culture and the Problem of Executive Compensation Journal of Corporation Law, Vol. 30 No. 4 Summer 6
- Matsumura, Ella Mae, and Jae Yong Shin 2005 Corporate Governance Reform and CEO Compensation: Intended and Unintended Consequences Working paper January University of Wisconsin–Madison
- Myers, Randy 2002 Why Compensation Committees Need Your Help Journal of Accountancy Online December
- Pepper, Sandy 2005 Corporate Governance and Executive Remuneration—What Is the Connection? Euromoney March 4
- Bebchuk, Lucian, and Yaniv Grinstein 2005 The Growth of Executive Pay Oxford Review of Economic Policy Vol. 21 No. 2 21
- Gabaix, Xavier, and Augustin Landier 2006 Why Has CEO Pay Increased So Much? NBER Working Paper No. 12365 July
- Council of Institutional Investors 2005 Alert November
- GovernanceMetrics International 2006 In Focus No. 6 December
- Institutional Shareholder Services 2006 Equity-Based Compensation Plan Approval in Canada Governance Weekly December
- Institutional Shareholder Services 2007 Pay Concerns Dominate Australia’s Proxy Season Governance Weekly February
- Institutional Shareholder Services 2007 Will Other Firms Follow Aflac? Corporate Governance Blog February
- James F. Reda & Associates 2007 Review of Analytical Alternatives Workshop briefing material given at shareholder forum on option policies February
- Weil, Jennifer, Brian Lim, and Warren Chen 2006 Pay Dirt: A Review of 2005 Executive Compensation Practices Glass Lewis & Co. September
- Bebchuk, Lucian, and Jesse M. Fried 2004 Pay without Performance: The Unfulfilled Promise of Executive Compensation Cambridge, MA Harvard University Press
- Bebchuk, Lucian, and Jesse M. Fried 2005 Pay without Performance: Overview of the Issues Journal of Corporation Law Vol. 30 No. 4 Summer 27
- Hubbard, R. Glenn 2005 Pay without Performance: A Market Equilibrium Critique Journal of Corporation Law Vol. 30 No. 4 Summer 4
- Jolls, Christine 1998 Stock Repurchases and Incentive Compensation NBER Working Paper No. 6467 March
- Kramer, Orin 2005 Pay without Performance: The Institutional Shareholder Perspective Journal of Corporation Law Vol. 30 No. 4 Summer 4
- Shareholder Forum on Option Policies 2007 Memorandum James F. Reda & Associates February
- Australian Securities & Investments Commission 2004 Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 No. 103
- Bebchuk, Lucian 2007 Hearing on “Empowering Shareholders on Executive Compensation: H.R. 1257, the Shareholder Vote on Executive Compensation Act Written testimony to the Committee on Financial Services of the U.S. House of Representatives March
- Campos, Roel C. 2007 Speech by SEC Commissioner: Remarks before the 2007 Summit on Executive Compensation U.S. Securities and Exchange Commission January
- Cox, Christopher 2006 Speech by SEC Chairman: Introductory Remarks before the Executive Compensation Disclosure Conference U.S. Securities and Exchange Commission April
- Delaware Corporation and Business Entity Laws 2018 General Corporation Law: Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock
- Glassman, Cynthia A. 2006 Speech by SEC Commissioner: Remarks before the Tenth Annual Corporate Counsel Institute Priorities and Concerns at the SEC. March
- Kaplan, Steven N. 2007 Hearing on “Empowering Shareholders on Executive Compensation: H.R. 1257, the Shareholder Vote on Executive Compensation Act Written testimony to the Committee on Financial Services of the U.S. House of Representatives March
- New York Stock Exchange 2004 Corporate Governance Standards: Shareholder Approval of Equity Compensation Plans Listed Company Manual, section 303A.08
- Shutkever, Carol, and Herbert Smith 2002 The Directors’ Remuneration Report Regulations 2002 U.K.: Office of Public Sector Information
- Spatt, Chester S. 2005 Speech by SEC Staff: Governance, the Board, and Compensation Speech given at the Carnegie Mellon University-Jones Day conference on “Getting Back to Business: Beyond Sarbanes-Oxley” June
- University of Cincinnati College of Law 2007 General Rules and Regulations Promulgated under the Securities Exchange Act of 1934: Rule 10b5-1 Trading ‘on the Basis of’ Material Nonpublic Information in Insider Trading Cases. Securities Lawyer’s Deskbook
- U.S. Securities and Exchange Commission 2006 Final Rule." Executive Compensation and Related Person Disclosure
- U.S. Securities and Exchange Commission 2006 Interim Final Rules with Request for Comments Executive Compensation Disclosure
- U.S. Securities and Exchange Commission 2006 Proposed Rule Executive Compensation and Related Party Disclosure
- U.S. Securities and Exchange Commission 2006 Request for Additional Comment." Executive Compensation Disclosure
- Fernandez, Todd 2006 Questionably Timed Option Grants May Glass Lewis & Co.
- Heron, Randall A., and Erik Lie 2006 What Fraction of Stock Option Grants to Top Executives Have Been Backdated or Manipulated? Working paper July
- Institutional Shareholder Services 2006 An Investor Guide to the Stock Option Timing Scandal White paper June
- McConnell, Pat, Janet Pegg, Dane Mott, Chris Senyek, and Adam Calingasan 2006 Digging Up Dinosaur Bones: 20 Frequently Asked Questions on Stock Option Backdating May Bear, Stearns & Co.
- Moran, Michael A., and Abby Joseph Cohen ( 2006 ESO Backdating—What a Mess! Goldman Sachs Group, Global Investment Research, research report May
- CFA Institute 2007 Results of E-Newsletter Survey on Non-Binding Advisory Shareowner Votes on Executive Compensation Plans March
- Corporate Board Member Magazine and Towers Perrin 2006 A Closer Look at Compensation: Results of the 2006 Corporate Board Member Executive and Director Compensation Study Corporate Board Member Magazine
- Equilar 2006 2006 Proxy Disclosure Examples: New SEC Proposal
- Equilar 2007 Equilar Study Finds S&P 500 CEO Pay up 6.0 Percent to $8.51 Million Press release April
- Equilar 2007 Equilar Summary Data on S&P 500 CEO Compensation Private study
- Frederic W. Cook & Co. 2005 The 2005 Top 250 Long-Term Incentive Grant Practices for Executives August
- Lee, Kha Loon, and Ernestine Chan 2006 Asia-Pacific Executive Compensation Study—An Investor’s Perspective. Working paper, CFA Institute Centre for Financial Market Integrity August
- New Bridge Street Consultants 2005 Technical Update: New ABI Guidelines December
- New Bridge Street Consultants 2006 The 2006 FTSE 100 Executive Directors’ Remuneration Survey August
- New Bridge Street Consultants 2006 The 2006 Survey of Executive Remuneration and Employee Share Schemes at IPO September