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Compensation Committee Charter

 



¹SEC Rule 10C-1 under the Exchange Act and NASDAQ Listing Rule 5605(d)(3)(C) require that the Company provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such compensation consultant, independent legal counsel or other adviser to the Committee.

²NASDAQ Listing Rule 5605 indicates that the rule does not require a compensation consultant, legal counsel or other outside adviser to be independent, only that a compensation committee consider independence factors enumerated in Listing Rule 5605(a) before selecting, or receiving advice from, a compensation consultant, legal counsel or other outside adviser, and that compensation committees may select, or receive advice from, any compensation consultant, legal counsel or other outside adviser they prefer, including ones that are not independent, after considering the six outlined independence factors.

³The Committee may consider that NASDAQ in the past has indicated that, while a board may conclude differently with respect to individual facts and circumstances, NASDAQ does not believe that ownership of a company’s stock by itself, or possession of a controlling interest through ownership of a company’s stock by itself, precludes a board finding that it is appropriate for a director to serve on the compensation committee. In fact, NASDAQ has indicated that it may be appropriate for certain affiliates, such as representatives of significant stockholders, to serve on compensation committees, since their interests are likely aligned with those of other stockholders in seeking an appropriate executive compensation program.

 


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Committee Members

Chair Dave Qi
Committee Member Zhonghan Deng

SOHU.com Inc.
NASDAQ: SOHU
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54.92+ 0.06
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Sep 22, 2017
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