Director Compensation Project: Berkshire Hathaway - 7 May 2009
Director Compensation Project: Berkshire Hathaway
This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2008's Fortune 100 and using information found in their 2008 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges each have their own standards for independence. While substantially the same, there are some minor differences between NYSE and NASDAQ rules that are worth noting.
Under NYSE Rule 303A.01, all listed companies must have a majority of independent directors sitting on their boards. Directors
are not independent if they receive over $100,000 in direct
compensation, other than director’s fees, in any one year period over
the last three years pursuant to Rule 303A.02(b)(ii). This is a looser restriction than the equivalent NASDAQ Rule, 5606(a)(2), which includes all compensation. Rule 303A.06
requires that, in addition to the general independence standards, audit
committee members must comport with the requirements of Exchange Act
Rule 10A-3 (C.F.R. §240.10A-3), also known as SOX 301.
For more information on The Director Compensation Projects (several companies).
Posted by Dan Walter
Performensation: Equity Compensation for High Performance Companies.
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