Resolution of the Board of Directors of the Corporation for Public Broadcasting
November 15, 2005
Establishment of an Executive Compensation Committee
Unanimously
WHEREAS,
The Board of Directors of the Corporation for Public Broadcasting is taking action to strengthen the governance and operations of the Corporation; and
WHEREAS,
The Board has considered the findings of the Report of Review of the CPB Inspector General as well as the independently requested recommendations of outside counsel and auditors; and
WHEREAS,
The Board seeks to assure it fulfills its responsibilities to the Corporation relating to the compensation of the Corporation's senior management.
THEREFORE, BE IT RESOLVED,
That the Board of Directors hereby establishes an Executive Compensation Committee to undertake, with the assistance of outside counsel and expertise, a review of the Corporation's executive compensation plans, policies and programs and to develop recommendations to the Board on those matters.
BE IT FURTHER RESOLVED,
That the Board of Directors appoints Vice Chair Gay Hart Gaines to chair the Executive Compensation Committee and directors Beth Courtney and Claudia Puig to serve as committee members; and
BE IT FURTHER RESOLVED,
That the members of the Executive Compensation Committee are directed to develop, with the assistance of the Corporation's General Counsel and outside counsel, a draft form of Charter for the Committee, which Charter will be subject to review and approval by the full Board.
