Reviewing Management Structure – Does a company need to hire new senior management? – (28)

committee charters must contain specific responsibilities and provisions, including the committee’s purpose, member qualifications, appointment and removal, board reporting and performance evaluations. If any of the responsibilities of these committees are delegated to another committee, the other committee must be comprised entirely of independent directors and must have its own charter. In addition, NYSE and best practices require that the company make its charters available on or through its website, and disclose in its proxy statement (or annual report on Form 10-K if it does not file a proxy statement) that the charters are available on or through its website, including the address.
Does a company need to hire new senior management?
The need to hire new senior management is a company- specific determination. Some companies contemplating an IPO may feel the need to have chief executive officers who have public company experience but who may not necessarily have the industry experience. In many ways, it may even be more critical that the company have a chief financial officer with public company experience as the financial reporting requirements are extensive and unrelenting. Often, underwriters will identify new or replacement officers that the underwriters believe will make the company more attractive to investors. Because finding such officers is time-consuming and expensive, it is best for the company to identify the management gap as early in the process as possible.
Well before its IPO, an issuer should begin to approach executive compensation like a public company. The IPO registration statement requires the same enhanced executive compensation disclosures that

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