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COMPENSATION COMMITTEE REQUIREMENTS (continued) A board may allocate the responsibilities of the compensation committee to committees of its own denomination, provided that the committees are composed entirely of independent directors. Any such committee must have a committee charter. 125 The charter should also address: (i) committee member qualifications; (ii) committee member appointment and removal; (iii) committee structure and operations (including authority to delegate to subcommittees); and (iv) committee reporting to the board. Independence of Compensation Committee Advisers. Beginning July 1, 2013, the compensation committee may select a compensation consultant, legal counsel or other adviser to the compensation committee only after taking into consideration all factors relevant to that person’s independence from management, including: • the provision of other services to the company by the person that employs the compensation consultant, legal counsel or other adviser; • the amount of fees received from the company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; • the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; • any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the compensation committee; Independence of Compensation Committee Advisers. Beginning July 1, 2013, the compensation committee (or independent directors acting in lieu thereof) may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than inhouse legal counsel, only after taking into consideration the following factors: • the provision of other services to the company by the person that employs the compensation consultant, legal counsel or other adviser; • the amount of fees received from the company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; • the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; • any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the compensation committee; Weil, Gotshal & Manges LLP 26 US_ACTIVE:\44182171\7\99980.0865
COMPENSATION COMMITTEE REQUIREMENTS (continued) • any stock of the company owned by the compensation consultant, legal counsel or other adviser; and • any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the company. 128 • any stock of the company owned by the compensation consultant, legal counsel or other adviser; and • any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the company. Nothing in this requirement shall be construed: (i) to require the compensation committee to implement or act consistently with the advice or recommendations of the compensation consultant, independent legal counsel or other adviser to the compensation committee; or (ii) to affect the ability or obligation of the compensation committee to exercise its own judgment in fulfillment of the duties of the compensation committee. The compensation committee is required to conduct the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the compensation committee, other than inhouse legal counsel, and any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: (a) consulting on any broadbased plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the company, and that is available generally to all salaried employees; or (b) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice. Nothing in this requirement shall be construed: (i) to require the compensation committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the compensation committee; or (ii) to affect the ability or obligation of a compensation committee to exercise its own judgment in fulfillment of the duties of the compensation committee. The compensation committee is required to conduct the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the compensation committee, other than inhouse legal counsel, and any compensation adviser that acts in a role limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K: (a) consulting on any broadbased plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the company, and that is available generally to all salaried employees; and/or (b) providing information that either is not customized for a particular issuer or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice. 130 Weil, Gotshal & Manges LLP 27 US_ACTIVE:\44182171\7\99980.0865
Page 1 and 2: Weil, Gotshal & Manges LLP Board of
Page 3 and 4: Table of Contents Page ROLE AND AUT
Page 5 and 6: ROLE AND AUTHORITY OF INDEPENDENT D
Page 7 and 8: DEFINITION OF “INDEPENDENT” DIR
Page 9 and 10: committee; 51 or DEFINITION OF “I
Page 11 and 12: AUDIT COMMITTEE REQUIREMENTS STATUT
Page 13 and 14: AUDIT COMMITTEE REQUIREMENTS (conti
Page 21 and 22: COMPENSATION COMMITTEE REQUIREMENTS
Page 25: COMPENSATION COMMITTEE REQUIREMENTS
Page 31 and 32: NOMINATING/CORPORATE GOVERNANCE COM
Page 33 and 34: OTHER BOARD COMMITTEE REQUIREMENTS
Page 35 and 36: CODES OF CONDUCT AND ETHICS STATUTO
Page 37 and 38: CODES OF CONDUCT AND ETHICS (contin
Page 39 and 40: APPLICABILITY TO NON-U.S. COMPANIES
Page 41 and 42: ENFORCEMENT, NOTIFICATIONS AND AFFI
Page 43 and 44: ENFORCEMENT, NOTIFICATIONS AND AFFI
Page 45 and 46: Event Majority of Independent Direc
Page 47 and 48: Event Majority of Independent Direc
Page 49 and 50: 7 See NYSE Listed Company Manual Se
Page 51 and 52: 43 However, service within the past
Page 53 and 54: 67 Indirect compensation includes p
Page 55 and 56: 91 After reviewing this report and
Page 57 and 58: 110 Rule 10C-1(b)(5)(i). 111 NYSE L
Page 59 and 60: 146 Nasdaq Equity Rule 5605(e)(4).
Page 61: any of the NYSE board structure req

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