Executive compensation and corporate governance

Q–1: What definitions apply in this part?

Q–2: To what entities does this part apply?

Q–3: How are the SEOs and most highly compensated employees identified for purposes of compliance with this part?

Q–4: What actions are necessary for a TARP recipient to comply with the standards established under sections 111(b)(3)(A), 111(b)(3)(E), 111(b)(3)(F) and 111(c) of EESA (evaluation of employee plans and potential to encourage excessive risk or manipulation of earnings)?

Q–5: How does a TARP recipient comply with the requirements under § 30.4 (Q–4) of this part that the compensation committee discuss, evaluate, and review the SEO compensation plans and employee compensation plans to ensure that the SEO compensation plans do not encourage the SEOs to take unnecessary and excessive risks that threaten the value of the TARP recipient, or that the employee compensation plans do not pose unnecessary risks to the TARP recipient?

Q–6: How does a TARP recipient comply with the requirement under § 30.4 (Q–4) of this part that the compensation committee discuss, evaluate, and review the employee compensation plans to ensure that these plans do not encourage the manipulation of reported earnings of the TARP recipient to enhance the compensation of any of the TARP recipient's employees?

Q–7: How does a TARP recipient comply with the certification and disclosure requirements under § 30.4 (Q–4) of this part?

Q–8: What actions are necessary for a TARP recipient to comply with the standards established under section 111(b)(3)(B) of EESA (the “clawback” provision requirement)?

Q–9: What actions are necessary for a TARP recipient to comply with the standards established under section 111(b)(3)(C) of EESA (the prohibition on golden parachute payments)?

Q–10: What actions are necessary for a TARP recipient to comply with section 111(b)(3)(D) of EESA (the limitations on bonus payments)?

Q–11: Are TARP recipients required to meet any other standards under the executive compensation and corporate governance standards in section 111 of EESA?

Q–12: What actions are necessary for a TARP recipient to comply with section 111(d) of EESA (the excessive or luxury expenditures policy requirement)?

Q–13: What actions are necessary for a TARP recipient to comply with section 111(e) of EESA (the shareholder resolution on executive compensation requirement)?

Q–14: How does section 111 of EESA operate in connection with an acquisition, merger, or reorganization?

Q–15: What actions are necessary for a TARP recipient to comply with certification requirements of section 111(b)(4) of EESA?

Q–16: What is the Office of the Special Master for TARP Executive Compensation, and what are its powers, duties and responsibilities?

Q–17: How do the effective date provisions apply with respect to the requirements under section 111 of EESA?