CENDANT CORP.

Syndicate 8

Luke Sekar Andari
Rahmi Afida
Sirad Handito
Srifenika Purba
Vynica Septariani
Meeting with Chatolic Fund Corp.
Purposes of Chatolic Equity Fund
Match the
investment return of
Standard and Poors
500 list of companies
Refuse to invest in hospital
which allow abortion
Everyone will judge by
their treatment
Excessive payment =
devalue contribution
It advocate
to Chatolic
values
HENRY SILVERMAN
Lured Investor
1998 Cendant
Corp
Acqusition
Build HFS
191
Passion
Contd
April 1998
fraud
accounting
Cendant
restatement
2001 Shift
Cendant
Strategy
Recovery
Profit
2004
revenue
$18.2
billion
Henry Silvermans Compensation
Contd
If resign from the company :
-Company paid the base
salary, target bonus
-Lifetime employee
%83.000/month
-Pay life insurance and lifetime
medical coverage entire family
Chatolic Fund has intention for:
US CEO compensation is often excessive
US CEO often temps to undertake self-serving ventures
US CEO degrades long term stock performance
The ratio of avarage CEO pay to avarage worker pay has
skyrocketed
Both Business Week and Forbes gave their worst
ranking for CEO compansation versus their
performance
In 2002 CEO compensation to be 578 times the pay of
an average US worker
Challenges Arise
Chatolic fund and Shareholder sued Silverman and the Board of
Director:
Exorbitant and illegal payment that breached their fiduciary
duties of loyalty, due care, good faith, and candor

The board of director make 4 changes. Its will be expired in 2007.
But Chatolic fund and Shareholder still said its excessive
Potential severance payment=2,99 x previous year
compensation
His bonus would be conditioned spesific earnings growth
targets
If left Cendant, get 83.000/month till 5 years after resign
His life insurance would be sought

3 STEP SYSTEM TO IMPROVE
COMPENSATION FOR CEO
by Board of Director






Note: Catholic Fund Corp. still said that this payment for CEO still excessive

Restore a
reasonable
relationship
to avarage-
worker pay
Step 1
Only the
company provide
the same type of
compensation all
fulltime workers
Step 2
CEO
compensation to
meeting spesific
performance
requirement
Step 3
Shareholder urge the Board of
Directors to:
a. Limit compensation of CEO no more
100 times with avarage worker
b. CEO can get more 100 times amount
if only company achieve more goals
c. Provide grants to CEO only if
company provides equity
compensation to all fulltime
employee

Board of Director againts
Chatolic Fund proposal
Unattrack
Unmotivated
Unretain
The payment for
CEO must be
evaluated but still
compare to
contribution of the
CEO to company
Equity awards provide
effective incentives to
management
Equity awards provide
effective incentives to
management
Condt
Finally Chatolic Fund proposal
defeated
Of the approximately 1.02 billion
outstanding shares of Cendant
common stock, about 879 million
shares, or 85,9% were voted
The recomendation to limit Henry
Silvermans pay received only
6,1%of the votes cast.