2016 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 second edition of its Compensation Committee Handbook. This edition reflects developments in applicable law and practices since our first edition in 2015 and contains a new chapter dealing with director (rather than executive) compensation matters, an area that was the subject of several important developments in 2015. The Handbook remains focused principally on publicly traded companies and specifically those traded on the NYSE and Nasdaq (though many of the matters discussed have broader application). Like the first edition, this updated edition of the Handbook is intended to help compensation committee members understand and comply with the duties imposed upon them. We believe it also will be a useful resource for those who advise compensation committees and their members.

We deliberately wrote the Handbook in a less technical manner to make its content more accessible than typical legal memoranda. As such, the Handbook should not be considered an exhaustive compliance resource. However, we believe it will provide clarity in an increasingly complex area and allow compensation committee members and their advisers to approach their roles with new insights.

Click here to view the Handbook.