The Sarbanes-Oxley Act

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INCENTIVE PLAN DESIGN
A key consideration would be the target population. If this designed for executives, then the Compensation Committee of the Board of Directors would definitely need to review the plan and would no doubt use external consultants.
If the plan is for general management, the Board of Directors would be involved only if their charter required it. However, if it is a corporate-wide plan, they will probably be briefed by the CEO and VP Human resources.
Ethical Considerations
The Sarbanes-Oxley Act does not directly address incentive plan. However, companies in general want to improve ethical reputation, recordkeeping and accounting practices to increase their transparency of all expenditures. Therefore companies are looking for

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