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Annual Report 2010-2011
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20 Questions Directors Should Ask about Director Compensation

April 2004
By Elizabeth Greville, LL.B. and David Crawford, CFA

As a board, you face an ongoing challenge in setting compensation for your members that is commensurate with their skills and time commitment, reflective of their important stewardship role, and aligned with shareholder interests. This challenge is occurring at the same time as shareholders are subjecting director compensation to greater scrutiny and becoming less tolerant of perceived excessive payments. How do you meet this challenge?

20 Questions Directors Should Ask about Director Compensation can help. The guidance it provides will assist boards in establishing a formal, transparent compensation process for directors that aligns their remuneration with shareholder interests without compromising their independence, treats all fairly by recognizing their collective responsibilities and individual contributions, includes reasonable share ownership requirements, is competitive, accommodates resource constraints and director supply issues, and provides full disclosure of their contributions and compensation.

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