The compensation committee of the board of directors is responsible for designing compensation packages that attract, retain, and motivate qualified executives to perform in the interest of the corporation.  When structured appropriately, compensation packages should encourage executives to make strategic, operating, and financial decisions that build shareholder value at an acceptable rate and at an appropriate level of risk.  To achieve this objective, they must be of the right size and structure, offering a mix of short- and long-term incentives that encourage performance.

When designing compensation, the board of directors should bear in mind the following:

• The relation between pay and performance
• The relation between pay and risk
• Whether the compensation program has the potential to encourage undesirable behaviors such as earnings manipulation or other attempts to artificially inflate pay

Compensation plans are approved by a vote of the independent directors of the full board of directors.  Equity-based compensation plans are approved by a vote of shareholders.  The details of the compensation plan are described in full in the annual proxy.