o Head to edgar.sec.gov to access your company’s financial statements (or any site where you feel comfortable
accessing your company’s financial statements, including the company’s own homepage).
o Pull up the proxy statement (it’s also called the 14A, the DEF14A, and occasionally the PRE14A).
o Read the statement in its entirety and reflect.
Write a paper in which you do the following:
[Outline recommendations in BLUE]
1. Board of Directors Assessment
Determine whether the board seems appropriately constituted.
Are these people qualified to be governing a business of this type?
(Read their bios and even Google them for more info.)
2. BoD Committee Assessment (3 Committees to discuss: Audit, Nominating and Corporate Governance, Leadership Development and Compensation)
Assess the committees the board members sit on.
Are they appropriately staffed?
3. Senior Management Assessment (it is helpful to present an organizational chart, Note : If you have an extensive organization (i.e., 12+ Board members and 18+ Senior Managers), it is alright to focus on only the most relevant people)
Assess the management.
How long have they been with the company?
What is their relative experience?
4. Executive Compensation Philosophy
Evaluate the board’s philosophy on executive compensation.
5. CEO Compensation Metrics
Discuss the metrics tied to the CEO’s inventive compensation.
Are they sound metrics or not?
6. Recent Compensation Assessment
Determine if compensation is reasonable considering the company’s financial performance.
7. Related-Party Transaction Assessment
Determine if related-party transactions (sometimes called “transactions with related parties”) exist, and if they do,
whether they are reasonable.
For Section #3, it is helpful to present an organizational chart.
Here is a typical organizational chart you will want to recreate.
Word has this feature located under: Insert, SmartArt, Hierarchy
The 10-k will describe your directors and senior staff, so this is where you will find the information you need.
NOTE: If you have an extensive organization (i.e., 12+ Board members and 18+ Senior Managers), it is alright to focus on only the most relevant people.
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