This Note discusses the corporate governance standards established by the NYSE and Nasdaq, as well as the SEC, where applicable, relating to the compensation committee of the board of directors. In particular, this Note describes the compensation committee listing standards imposed by the Dodd-Frank Act, including independence requirements and authority to retain advisors. This Note also reviews and compares listing standards of the NYSE and Nasdaq relating to the compensation committee, including independence and the need for a written compensation committee charter. This Note also discusses other considerations affecting the compensation committee and preparation of the committee charter.