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Text of Chicago Board Options Exchange Proposed Rule Change to Establish Listing Standards for Compensation Committees (PDF)
Chicago Board Options Exchange Link to more items from this source
[Official Guidance]
Oct. 11, 2012

"The Exchange believes that the current definition of 'independent director' meets the criteria listed for determining independence requirements under the New Rule.... The Exchange believes that independence of compensation committee members is important to ensure that there exist no undue influences in the compensation of executive officers. Further, in these times during which executive compensation has (understandably) fallen under some scrutiny, it is important to provide the appearance of a transparent and not-unduly-influenced process to determine executive compensation, and an exception that allows issuers to have nonindependent directors influence compensation can have a damaging impact on the markets.... New Rule [10C-1] discusses the retention of compensation consultants, independent legal counsel and other compensation advisers to assist the compensation committee of an issuer in determining compensation for executives. [CBOE] Rule 31.10 currently does not speak to this issue. Therefore, the Exchange proposes to adopt the provisions of the New Rule regarding this issue in a substantively identical manner to that in the New Rule in new Interpretation and Policy to Rule 31.10."

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