corporate critics, and it is risk-free as long as the members are chosen with care. And, of course, you choose them. The very best kind of executive compensation committee member is another CEO - another CEO on whose compensation committee you serve. But it's not really necessary to go this far; almost any CEO will do because he has common cause in seeing that the game is played strictly according to the unwritten rules. The next step is to have the compensation committee adopt a resolution stating, in effect, that in order to obtain, retain, and reward superior executive personnel it is the policy of the company to pay compensation ABOVE average competitive levels. Such a policy will never be successfully challenged. It is a "motherhood" issue. It will stand up even when the company record suggests that your executive staff is having real trouble keeping up with the competition. For if company performance is lagging, it is obvious that the differential above average compensation levels needs to be widened to get the desired result. The logic is unassailable. Good performance deserves above- average recognition. Poor performance requires above-average motivation. With this policy in place, the third step is to couple it with an annual survey of the executive compensation practices of your "peer" companies, on the modest assumption that there are any. This is standard operating procedure and it virtually guarantees an ever rising level of top-executive compensation. With survey results - hard numbers - to work with, the compensation committee will quickly raise the corporate officers to 3