Compensation committees act independent of management, but they don't act in a vacuum. They often hire compensation consultants (who must have no ties to the company) to advise them on the best pay practices. They evaluate their pay structure compared to other companies of similar size and complexity or who are in the same line of business. They evaluate the performance of key executives against financial results, the achievement of personal and company objectives, and other criteria. It is a long and arduous process (I know, for more than a decade I've served on and now chair the compensation committee of a NYSE company).
And the rules governing disclosure of executive compensation have become much stricter in recent years, especially since the enactment of Sarbanes-Oxley, federal legislation that passed in the wake of Enron and other recent corporate scandals. The law now requires that, in addition to a Compensation Committee Report on executive pay, management must produce an extensive compensation discussion and analysis to be included in proxy statements sent to all shareholders. The information includes a table showing exactly how much the CEO, chief financial officer, and three highest-paid employees in the company earn, including bonuses, stock options and grants, and what benefits and perquisites they are entitled to and their cost. Similar information is provided for director compensation. If shareholders don't think they're getting their money's worth from these executives or directors, they can dump the board of directors at the next election. Or at least that's how it is supposed to work.
But enter the Obama administration to rewrite the already extensive rules. Now one man -- the compensation czar -- is going to oversee this process at seven major corporations. And who oversees him?
From the president on down, the Obama administration is filled with people who have little or no idea how the market works. Most have never drawn a paycheck in the private sector, much less had to meet a payroll or make a profit. But they're convinced they know how to run things, down to the last detail. There's no word adequate to describe the sheer arrogance of this group.