2015 Compensation Committee Handbook

Skadden, Arps, Slate, Meagher & Flom LLP

Regina Olshan Erica Schohn Joseph M. Yaffe Michael R. Bergmann Kristin M. Davis Berit R. Freeman Timothy F. Nelson

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this first edition of its Compensation Committee Handbook, which is focused principally on companies traded on the NYSE and Nasdaq (though many of the matters discussed have broader application). The Handbook is intended to help compensation committee members understand and comply with the duties imposed upon them, and we believe it will also be a useful resource for compensation committee advisers.

We deliberately wrote the Handbook in a less technical manner so as to make its content more accessible. As such, the Handbook should not be considered an exhaustive compliance resource. At the same time, however, we believe it will provide helpful insights and bring clarity to an area that has become increasingly complex. In short, we hope that the Handbook will help compensation committee members think in a fresh way about this dynamic and critical subject.

Click here to view the Handbook.