INSTRUCTIONS

$1.$ The first plan to review is the executive incentive plan. It is important to validate both the plan and the compensation philosophy against the company$$s risk profile as other plans will be aligned with these principles. In fact, many of the issues addressed with senior executives will apply to other employees.

$$ With that in mind, as the CHRO, what questions would you pose to understand the potential risk in a company$$s cash and equity incentive plans?

o For example,

$$ Who validates the performance of the business and payments?

$$ Who designs the plans?

$$ What mitigation strategies could you put in place for cash and equity incentive plans?

o For example,

$$ Develop a policy on stock ownership guidelines at certain levels of employees

$$ Develop a mandatory deferral process at certain levels of employees

$$ Discuss the role of the CFO$/$CHRO$/$the internal board and the outside regulators $$ specifically the US Securities and Exchange Commission