Martha Stewart Living Omnimedia Inc. (MSLO, NYSE: MSO) is a diversified media and merchandising company founded by Martha Stewart. It is organized into four business segments: Publishing, Internet, Broadcasting media platforms and Merchandising product lines.[2] MSLO's business holdings include a variety of print publications, television and radio programming, and e-commerce websites.
Kevin Sharkey and Martha have decided that their new design scheme will be marred by any of the following: ink colors other than red or black, desks that are not completely clear at the end of the day, except for one metal basket of approved office supplies, and anything that could be construed as being personal, such as photos or coffee mugs (I guess drinking fluids slows down the proletariat). Perhaps they are figuring the last part makes it that much easier to lay people off quickly, because they won't have to waste everyone's time by clearing out their desks.
This Code of Business Conduct and Ethics (the “Code”) for Martha Stewart Living Omnimedia, Inc. (“MSO”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all MSO directors, officers and employees. All of our directors, officers and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The standards in this Code may be further explained or implemented through policy memoranda, including those relating to specific areas of our business. This Code and related memoranda and manuals are available on our INET, as well as in our Human Resources and Legal Departments.
If an applicable law conflicts with a policy in this Code, you must comply with the law; however, if a local or foreign custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
A “conflict of interest” exists when a person’s personal or private interest interferes in any way with the interests of MSO as a whole. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for MSO objectively and effectively. It is critical that we avoid such conflicts, including situations that create the appearance of a conflict. The perception of a conflict, whether or not true, can be damaging.
There are many areas that give rise to potential conflicts. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in MSO. Issues related to the receipt of gifts are covered in the House Rules and Etiquette policy which can be accessed on MSO's INET and which is also incorporated by reference herein, and issues related to doing business with related parties is discussed immediately below.
It is almost always a conflict of interest for an MSO employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except when acting on MSO’s behalf. It may also be inappropriate to invest in companies with which we do business. Our insider trading policy and other guidelines are addressed in this document, too.
Conflicts of interest are prohibited as a matter of MSO policy, except under guidelines approved by the Board of Directors or the MSO Legal Department. Conflicts of interest may not always be clear, so if you have a question, you should consult with higher levels of management, the Human Resources Department or the Legal Department.
Never mind that Martha Stewart Living Omnimedia's stock plunged $6 a share from last September to March, being its CEO is still a cushy job.
Martha Stewart just inked a new three-year contract with the company she founded, raising her base salary from $900,000 to $2 million a year and giving her a one-time retention bonus of $3 million, according to documents filed with the SEC Wednesday. Martha's annual bonus will remain roughly the same: $1 million-1.5 million.
Yes, being the head of Martha Stewart Living Omnimedia is, as Stewart famously used to say, a good thing. Being an MSO stockholder, not so much. But their fortunes seem to be improving.
RESPONSIBILITIES AND DUTIES
To fulfill its purposes relating to compensation, the Committee shall, among its
responsibilities and duties:
2
1. Review the Corporation’s compensation policies and programs at least annually to
endeavor to ensure that they best facilitate the Corporation’s objective of
maximizing stockholder value and further to assess whether risks from the
Corporation’s compensation policies and practices for employees are reasonably
likely to have a material adverse effect on the Corporation;
2. Review and approve compensation and employment offers and arrangements,
including corporate goals and objectives relevant to bonuses and any incentive
compensation, for the Executive Chairman, the Founder, and the Section 16
officers of the Corporation (together, “Senior Officers”);
3. Approve the material terms of all employment, severance and change-of-control
agreements for any Senior Officers;
4. Review and approve any special or supplemental compensation and benefits for
any Senior Officers or persons who formerly served as Senior Officers;
5. Approve the material terms of any proposed consulting arrangements that are
significant to the Corporation’s future operations (including all arrangements with
compensation consultants unless the services relate only to broad-based plans),
provided in the case of any such arrangement with a director, the Committee shall
make a recommendation thereon to the Audit Committee;
6. Approve all bonus pools for executive and non-executive level employees under
the Corporation’s bonus plans;
7. Approve the adoption of all new compensation and equity incentive plans, and
approve all amendments and modifications to any of the Corporation’s
compensation and equity incentive plans, subject in each case to any required
stockholder approvals, and any modifications to the Corporation’s benefit plans
that will have a material effect on the Corporation’s financial results;
8. Administer all compensation and equity incentive plans of the Corporation and
take such other actions as may be required of, and exercise such authority as may
be exercised by, the Board or responsible Board committee pursuant to the
Corporation’s compensation and equity incentive plans, including, without
limitation, the appointment of any fiduciaries for such plans as are subject to the
Employee Retirement Income Security Act of 1974, as amended (“ERISA
Fiduciaries”);
9. Review the performance of any ERISA Fiduciaries at least annually;
10. Approve all equity-based grants under the Corporation’s equity incentive plans
for Senior Officers and any other individuals for whom such approval is required
under the relevant plans;
As a general rule, it pays for those
in authority to listen carefully.
Especially if a company has well-publicized
problems and retention may
become an issue, the internal rumors
and rumblings may be worthy of attention.
One company that had faced a
spate of bad publicity—and employee
morale might have been in jeopardy—
decided to find out what the employees
were feeling and saying. “During that
time,” the head HR officer points out,
“we had no turnover to speak of
because of our approach—we took crisis
management seriously. We held a lot
of focus groups. We listened to the
employees and found out the issues
they were facing or were concerned
about. We held town meetings with our
CEO who talked about everything.”
But on an everyday basis when
there are no crises on the horizon, it is
valuable for management to find out
what the rank and file are thinking.
One HR officer insists that his staff
spends part of every day outside the HR
department. “We do want to take a
measure of employee satisfaction. Of
course we conduct surveys from time to
time, but I want us to get face-time
with employees regularly. So we walk
the floor. We have several locations, and
on any given day I want someone from
HR to be there, visible and available. If
there’s a problem big enough to go to
HR about, it might not be so easy to
actually make that trip. But if HR happens
to be walking by—well, communication
gets easier. We don’t want HR
just sitting in the office.”
Kevin Sharkey and Martha have decided that their new design scheme will be marred by any of the following: ink colors other than red or black, desks that are not completely clear at the end of the day, except for one metal basket of approved office supplies, and anything that could be construed as being personal, such as photos or coffee mugs (I guess drinking fluids slows down the proletariat). Perhaps they are figuring the last part makes it that much easier to lay people off quickly, because they won't have to waste everyone's time by clearing out their desks.
This Code of Business Conduct and Ethics (the “Code”) for Martha Stewart Living Omnimedia, Inc. (“MSO”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all MSO directors, officers and employees. All of our directors, officers and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The standards in this Code may be further explained or implemented through policy memoranda, including those relating to specific areas of our business. This Code and related memoranda and manuals are available on our INET, as well as in our Human Resources and Legal Departments.
If an applicable law conflicts with a policy in this Code, you must comply with the law; however, if a local or foreign custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
A “conflict of interest” exists when a person’s personal or private interest interferes in any way with the interests of MSO as a whole. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for MSO objectively and effectively. It is critical that we avoid such conflicts, including situations that create the appearance of a conflict. The perception of a conflict, whether or not true, can be damaging.
There are many areas that give rise to potential conflicts. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in MSO. Issues related to the receipt of gifts are covered in the House Rules and Etiquette policy which can be accessed on MSO's INET and which is also incorporated by reference herein, and issues related to doing business with related parties is discussed immediately below.
It is almost always a conflict of interest for an MSO employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except when acting on MSO’s behalf. It may also be inappropriate to invest in companies with which we do business. Our insider trading policy and other guidelines are addressed in this document, too.
Conflicts of interest are prohibited as a matter of MSO policy, except under guidelines approved by the Board of Directors or the MSO Legal Department. Conflicts of interest may not always be clear, so if you have a question, you should consult with higher levels of management, the Human Resources Department or the Legal Department.
Never mind that Martha Stewart Living Omnimedia's stock plunged $6 a share from last September to March, being its CEO is still a cushy job.
Martha Stewart just inked a new three-year contract with the company she founded, raising her base salary from $900,000 to $2 million a year and giving her a one-time retention bonus of $3 million, according to documents filed with the SEC Wednesday. Martha's annual bonus will remain roughly the same: $1 million-1.5 million.
Yes, being the head of Martha Stewart Living Omnimedia is, as Stewart famously used to say, a good thing. Being an MSO stockholder, not so much. But their fortunes seem to be improving.
RESPONSIBILITIES AND DUTIES
To fulfill its purposes relating to compensation, the Committee shall, among its
responsibilities and duties:
2
1. Review the Corporation’s compensation policies and programs at least annually to
endeavor to ensure that they best facilitate the Corporation’s objective of
maximizing stockholder value and further to assess whether risks from the
Corporation’s compensation policies and practices for employees are reasonably
likely to have a material adverse effect on the Corporation;
2. Review and approve compensation and employment offers and arrangements,
including corporate goals and objectives relevant to bonuses and any incentive
compensation, for the Executive Chairman, the Founder, and the Section 16
officers of the Corporation (together, “Senior Officers”);
3. Approve the material terms of all employment, severance and change-of-control
agreements for any Senior Officers;
4. Review and approve any special or supplemental compensation and benefits for
any Senior Officers or persons who formerly served as Senior Officers;
5. Approve the material terms of any proposed consulting arrangements that are
significant to the Corporation’s future operations (including all arrangements with
compensation consultants unless the services relate only to broad-based plans),
provided in the case of any such arrangement with a director, the Committee shall
make a recommendation thereon to the Audit Committee;
6. Approve all bonus pools for executive and non-executive level employees under
the Corporation’s bonus plans;
7. Approve the adoption of all new compensation and equity incentive plans, and
approve all amendments and modifications to any of the Corporation’s
compensation and equity incentive plans, subject in each case to any required
stockholder approvals, and any modifications to the Corporation’s benefit plans
that will have a material effect on the Corporation’s financial results;
8. Administer all compensation and equity incentive plans of the Corporation and
take such other actions as may be required of, and exercise such authority as may
be exercised by, the Board or responsible Board committee pursuant to the
Corporation’s compensation and equity incentive plans, including, without
limitation, the appointment of any fiduciaries for such plans as are subject to the
Employee Retirement Income Security Act of 1974, as amended (“ERISA
Fiduciaries”);
9. Review the performance of any ERISA Fiduciaries at least annually;
10. Approve all equity-based grants under the Corporation’s equity incentive plans
for Senior Officers and any other individuals for whom such approval is required
under the relevant plans;
As a general rule, it pays for those
in authority to listen carefully.
Especially if a company has well-publicized
problems and retention may
become an issue, the internal rumors
and rumblings may be worthy of attention.
One company that had faced a
spate of bad publicity—and employee
morale might have been in jeopardy—
decided to find out what the employees
were feeling and saying. “During that
time,” the head HR officer points out,
“we had no turnover to speak of
because of our approach—we took crisis
management seriously. We held a lot
of focus groups. We listened to the
employees and found out the issues
they were facing or were concerned
about. We held town meetings with our
CEO who talked about everything.”
But on an everyday basis when
there are no crises on the horizon, it is
valuable for management to find out
what the rank and file are thinking.
One HR officer insists that his staff
spends part of every day outside the HR
department. “We do want to take a
measure of employee satisfaction. Of
course we conduct surveys from time to
time, but I want us to get face-time
with employees regularly. So we walk
the floor. We have several locations, and
on any given day I want someone from
HR to be there, visible and available. If
there’s a problem big enough to go to
HR about, it might not be so easy to
actually make that trip. But if HR happens
to be walking by—well, communication
gets easier. We don’t want HR
just sitting in the office.”