"[T]here is no shortage of advice on how to 'fix' executive compensation.... A board's compensation committee, working closely with senior management, is in the best position ... At times, actions required may deviate from what is commonly viewed as 'best practice.' In those situations, it will be necessary to provide additional explanations in the proxy (and possibly directly to shareholders).... Some of the more common areas of potential deviation from what might be considered 'best practice' include ... Defining (and Paying) for Performance ... Using Discretion ... One-Time Awards ... Appropriate Goal Setting."  MORE >>