2013 Executive Compensation Roundtable

June 26–27, 2013


The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened its Roundtable on Executive Compensation last Thursday, June 27. This event brought together for a roundtable discussion prominent representatives of the investor, issuer, advisor, and academic communities. Participants in the event, and the topics of discussion, are set out below.

The first session of the Roundtable on Executive Compensation focused on issues relating to engagement between issuers and shareholders regarding pay arrangements. Among the issues discussed were issuer disclosure of pay arrangements, review by proxy advisors, and communications between issuers and investors.

The second session of the Roundtable on Executive Compensation focused on the terms of pay arrangements. Among the issues discussed were pay levels, the use of peer group data in determining pay levels, how pay should be measured and assessed, and the link between pay and long-term performance.

pearl-meyer-logo-225px  cfa-logo-225px

In addition to the CFA Institute and Pearl Meyer & Partners, other sponsors of the Harvard Roundtable on Executive Compensation are EMC Corporation, Equilar, Frederic W. Cook & Co., JPMorgan Chase, PepsiCo, Prudential Financial, Quest Diagnostics and the Society of Corporate Secretaries and Governance Professionals.

Agenda

June 26, 2013

Harvard Club of New York City, 35 West 44th Street

7:00 pm Reception and Dinner (Optional)

June 27, 2013

Harvard Club of New York City, 35 West 44th Street

8:15–9:00 am Registration and Breakfast
9:00–10:40 am First Session
Agenda for first session: pay-setting processes and engagement with shareholders

This session will focus on issues relating to the process of determining executive compensation, including internal pay-setting processes, compensation committees, disclosure concerning pay, review by proxy advisors, engagement with shareholders and say-on-pay votes.

10:40–11:00 am Coffee Break
11:00–12:40 pm Second Session
Agenda for second session: terms of pay arrangements

This session will focus on the terms of pay arrangements, including pay levels, pay composition, and pay structures. Illustrative issues that may be considered include how the terms of pay arrangements would be best assessed and which components of pay arrangements are most in need of reform.

12:40–2:00 pm Lunch Reception

 

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Background Materials

First session: Pay-setting processes and engagement with shareholders

This session will focus on issues relating to the process of determining executive compensation, including internal pay-setting processes, compensation committees, disclosure concerning pay, review by proxy advisors, engagement with shareholders and say-on-pay votes.

Compensation committees

Disclosure concerning pay

Review by proxy advisors

Engagement with shareholders and say-on-pay votes

Second session: Terms of pay arrangements

This session will focus on the terms of pay arrangements, including pay levels, pay composition, and pay structures. Illustrative issues that may be considered include how the terms of pay arrangements would be best assessed and which components of pay arrangements are most in need of reform.

Pay for performance

Levels of pay

Golden parachutes and severance

Background on global developments

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