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Employee Retention of CBS Corporation

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Employee Retention of CBS Corporation
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Pratik Kukreja
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Employee Retention of CBS Corporation - April 6th, 2011

CBS Corporation (NYSE: CBS, NYSE: CBSA) is an American media conglomerate focused on broadcasting, publishing, billboards, and television production, with most of its operations in the United States. The President and CEO of the company is Leslie Moonves. Sumner Redstone, owner of National Amusements, is CBS's majority shareholder & serves as Chairman. The company began trading on the NYSE on January 3, 2006. Until then, the corporation was known as Viacom, and is the legal successor to said company.[3] A new company, keeping the Viacom name was spun off from CBS. CBS, not Viacom, retains control of the partial and total over-the-air television & radio broadcasting, TV production & distribution , publishing, pay-cable, recording, and outdoor advertising assets formerly owned by the larger company. CBS has its headquarters in Midtown Manhattan, New York City.

CBS understands that a great company is only as strong and effective as the people that work within it. We also believe that our success is the direct result of our dedication to promote a workforce that reflects the community we serve and value. To that end, CBS is committed to fostering an environment that attracts and embraces the brightest minds and creating a culture that welcomes a diversity of ideas and perspectives while encouraging growth and rewarding performance.

Are you talented, highly motivated, hardworking and passionate about your career? Are you looking for a challenging and diverse work experience? Do you want to work for a company that will value your individuality and ability to deliver results? If so, CBS would love to have you on our team. Check out opportunities across all of our divisions by searching here.

Anthony Ambrosio serves as Executive Vice President, Human Resources and Administration for CBS Corporation. In this role, he manages all Human Resources functions for the company; directs administrative areas, including real estate, facilities management, security and other corporate services; and oversees labor relations functions.

Ambrosio joined CBS in March 1985 in Recruitment and Placement, and held increasingly senior Human Resources positions in Compensation, Policy, HRIS and Benefits functions. Prior to the merger of CBS Corporation with Viacom in May 2000, he served as Vice President, Human Resources, CBS Corporation. After the merger, Ambrosio was named Senior Vice President of Human Resources and Administration for CBS, Infinity Broadcasting and Viacom Outdoor.

Following both the CBS/Westinghouse merger in 1995 and the CBS/Viacom merger in 2000, Ambrosio played a key role in the efforts to integrate people, benefits programs, policies and compensation plans, as well as evaluating and implementing the many dozens of acquisitions, swaps and divestitures made in the years following the Westinghouse merger. He has also led the design, implementation and communication effort behind a number of innovative benefit program changes that have been emulated by other companies over the years.

Ambrosio is a graduate of the University of Pittsburgh (Bachelor of Arts, Economics and Political Science, 1982) and the New York University Stern School of Business (Masters of Business Administration, 1991) and is a Certified Employee Benefits Specialist (CEBS) (Wharton School of the University of Pennsylvania, 1993) and a Certified Compensation Professional (CCP) (American Compensation Association, 1993). He is a member of the Board of Directors of the American Benefits Council.

The Committee is empowered to retain compensation consultants having special
competence to assist the Committee in evaluating executive officer and employee
compensation. The Committee has the sole authority to retain and terminate such
consultants and to review and approve such consultants’ fees and other retention terms.
The Committee also has the authority to obtain advice and assistance from internal
advisors or other external advisors as it deems appropriate to assist the Committee in
fulfilling its responsibilities. The Committee has the authority to request that any officer
or employee of the Company or the Company’s outside counsel attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee.
The Committee shall, among other things:
1. Approve the total compensation package (including, without limitation,
their base salaries, annual incentives, deferred compensation, equity-based
compensation, incentive compensation, perquisites and other
compensatory arrangements) for all the Company’s Section 16(b) officers
and such other senior executives identified by the Committee after
consultation with the Company’s Chief Executive Officer and Executive
Vice President, Human Resources and Administration, and to the extent
that this group numbers less than 20 people, the next highest paid
executive(s) (excluding “talent”), who earn more than $5 million in total
compensation in descending order until the group numbers 20 people. The
executive officers and other employees whose compensation packages are
subject to approval by the Committee are hereinafter referred to as the
“Specified Employees”. The determination of whether any person is
among the 20 most highly-compensated employees of the Company will
(Effective 01/28/2010)
be made at the beginning of each calendar year based on the person’s
annual cash compensation at that time (assuming for this purpose that the
person’s actual cash bonus would be equal to the person’s target bonus).
The Committee shall make all determinations and take any actions that are
reasonably appropriate or necessary in the course of establishing the
compensation of the Specified Employees.
2. Approve all equity and equity-based compensation for the Specified
Employees and for all other employees of the Company except to the
extent that the Committee has authorized specified members of
management to approve equity compensation (including stock options and
restricted share units) to such employees based on guidelines approved by
the Committee from time to time.
3. Review and approve corporate goals and objectives relevant to the
compensation of the Chairman of the Board and the Chief Executive
Officer. Together with the Nominating and Governance Committee,
evaluate annually the performances of the Chairman and the Chief
Executive Officer in light of these goals and objectives and report the
results of the evaluations to the non-management directors. The
Committee shall set the compensation levels of the Chairman and the
Chief Executive Officer taking into account the evaluations. In
determining the long-term incentive component of the Chairman’s and the
Chief Executive Officer’s compensation, the Committee shall consider,
without limitation, the Company’s financial performance, relative
shareholder return, the value of incentive awards to executives in similar
positions at comparable companies, and the awards given to the Chairman
and the Chief Executive Officer in past years. The Committee will report
to the Board on this process.
4. Review the evaluation of the performance of other executive officers by
the Chairman and/or the Chief Executive Officer, as appropriate.
5. Review periodically and make recommendations to the Board regarding
the Company’s incentive compensation plans applicable to the Company’s
executive officers and other senior executives including, but not limited to,
the bonus plan for executives subject to Section 162(m) (the “Section
162(m) Plan”) and the equity-based plans (collectively, the “Plans”), the
appropriateness of the allocation of benefits under the Plans and the extent
to which such Plans are meeting their intended objectives and, where
appropriate, recommend that the Board modify any Plan that yields
payments and benefits that are not reasonably related to employee
6. Oversee the administration of the Plans in accordance with their terms,
construe all terms and provisions, conditions and limitations of such Plansand make factual determinations required for the administration of such
7. Determine which executive officers shall participate in the Section 162(m)
Plan, establish and certify the attainment of performance targets and
determine specific bonuses for the participants pursuant to Section
8. Review all new employment, consulting, retirement and severance
arrangements for the Specified Employees.
9. Review reports from the CBS Retirement and Investments Committees on
developments relating to the design of the Company’s ERISA-governed
employee benefit plans from time to time, or whenever it shall be called
upon to do so.

The foregoing list of duties is not exhaustive, and the Committee may, in addition,
perform such other functions as may be necessary or appropriate for the performance of
its oversight function. The Committee has the power to delegate its authority and duties
to subcommittees or individuals as it deems appropriate and in accordance with
applicable laws and regulations. In discharging its oversight role, the Committee shall
have full access to the Company’s senior management and employees and all Company
books, records and facilities. The failure of any member of the Committee to meet the
qualifications provided in this Charter shall not invalidate any determination or action
taken by the Committee

Last edited by pratikkk; April 6th, 2011 at 03:22 PM..
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