da21f23e_sting_Standards___100_F_Street__NYSE
[0] Compensation Committee Charter [Nasdaq] The compensation committee must adopt a written charter and review and assess the adequacy of that charter on an annual basis. The compensation committee charter must specify: (1) the scope of the committee’s responsibilities and how it carries those responsibilities out, including structure, processes and membership requirements; (2) the committee’s responsibility for determining or recommending executive compensation; (3) that the chief executive officer may not be present during voting or deliberation on his compensation; and (4) the committee’s specific responsibilities and authorities related to compensation advisers, including that: (A) the committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser; (B) the committee be directly responsible for the appointment, compensation and oversight of any compensation consultant, independent legal counsel and other adviser retained by the compensation committee; (C) the company must provide appropriate funding for payment of reasonable compensation, as determined by the compensation committee;and (D) the committee may select, or receive advice from, a compensation adviser, other than with respect to in-house legal counsel, only after taking into consideration the following factors: (i) other services provided to the company by the compensation adviser’s employer; (ii) the fees received from the company by the compensation adviser’s employer as a percentage of such employer’s total revenues; (iii) the policies and procedures of the compensation adviser’s employer that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the compensation adviser with a member of the compensation committee; (v) any stock of the company owned by the compensation adviser; and (vi) any business or personal relationship of the compensation adviser or the compensation adviser’s employer with an executive officer of the company. [NYSE] 
The compensation committee must adopt a written charter that addresses: (1) the committee’s purpose and responsibilities, which, at a minimum, must be to have direct responsibility to: (A) review and approve corporate goals and objectives relevant to the chief executive officer’s compensation, evaluate the chief executive officer’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board), determine and approve the chief executive officer’s compensation level based on this evaluation; (B) make recommendations to the board with respect to non-CEO executive officer compensation, and incentive-compensation and equity-based plans that are subject to board approval; and (C) prepare the compensation committee disclosures required by Regulation S-K; (2) an annual performance evaluation of the compensation committee; (3) the committee’s rights and responsibilities related to compensation advisers, including that: (A) the committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser; (B) the committee be directly responsible for the appointment, compensation and oversight of the work of any compensation adviser retained; (C) the company must provide for appropriate funding, as determined by the committee, for payment of reasonable compensation to a compensation adviser retained by the committee; (D) the committee may select a compensation adviser only after taking into consideration, all factors relevant to that person’s independence from management, including the following: (i) other services provided to the company by the compensation adviser’s employer; (ii) the fees received from the company by the compensation adviser’s employer as a percentage of such employer’s total revenues; (iii) the policies and procedures of the compensation adviser’s employer that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the compensation adviser with a member of the compensation committee; (v) any stock of the company owned by the compensation adviser; and (vi) any business or personal relationship of the compensation adviser or the compensation adviser’s employer with an executive officer of the company.
The New Nasdaq and NYSE Compensation Committee Listing Standards - 100 F Street
NYSE