| Here
are some best practices CPAs can offer for
compensation committee approval to address the
role company performance and stock incentives
should play in executive compensation programs. Use accounting
measuressuch as earnings per share, return
on investment or cash flowin annual and
long-term performance plans to make sure
executives stay committed to operational
excellence rather than to short-term stock price
growth. To eliminate potential conflicts between
management self-interest and accurately reporting
financial results, committees should make sure
accounting metrics reflect critical and
achievable measures of operating performance.
Compensation plans typically include two or three
performance measures of results for which the
participant is held accountable. (Once the
executive has a target, he or she develops
operational plans to achieve the accounting
numbers.)
Have the external
auditors confirm calculations to the compensation
committee if executive payouts are to be based on
pre-set formulas to ensure they are correct and
to add credibility to the process.
Encourage accurate
financial reporting; consider whether the company
should reduce current incentive payments to
executives who previously had benefited from
inflated earnings in situations where it had to
restate them.
Reduce payments in plan
payout schedules when executives do not meet
specified goals based on financial and
nonfinancial performance measures. For example,
if an executive is to receive $100,000 under a
bonus plan, the committee could reduce the
payment if the company failed its revenue growth
target or did not meet new product introduction
goals.
Evaluate overall
corporate results and executives
contribution toward achieving them; include
strategic and qualitative performance measures,
such as market share and customer satisfaction,
in addition to financial measures. These measures
also drive long-term shareholder value.
Raise standards of
executive conduct beyond those required by law by
using (or issuing) written policies on stock
transactions including blackout periods and
advance notification of sale.
Incorporate retention
ratios for stock earned through incentive or
equity plans. For example, encourage or require
executives to retain 50% to 75% of the net shares
they receive when they exercise their stock
options to increase actual ownership in the
company.
Prohibit executives from
switching assets from company stock to other
investment accounts under nonqualified deferred
compensation plans based on inside information or
during blackout periods.
Prohibit executives from
obtaining company loans for the purpose of
exercising options or purchasing company stock,
and block them from buying company stock on
margin or using it as collateral to diversify
investment risk.
Establish a policy that
forbids corporate-level executives and their
families from participating in joint ventures or
partnerships that have business dealings with the
company or in compensation plans based on
performance of pieces of the company rather than
the whole.
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