Under the direction of your Compensation Committee chairperson, ICCA will review your Compensation Committee’s processes, policies and practices. ICCA will examine both internal and external communications - business plans, committee minutes and key presentations along with committee reports included in the company’s proxy statement and other reports published by your company. ICCA will also talk to Committee members to gauge their priorities and concerns.

Most importantly, ICCA will offer feedback and solutions on how your Compensation Committee can enhance its effectiveness. Specifically, ICCA will:

• Facilitate constructive discussion among your Compensation Committee members that identifies red flags, determines and formulates the difficult questions that should be asked of management and its compensation consultants and provides perspective on issues and areas of risk that warrant further review by the Board
• Work with you to develop and implement processes for your Committee’s interaction with the CEO and the senior management team who retain "hands-on" involvement with the executive compensation strategy and plans
• Help your Committee members discharge their fiduciary duties