In addition, in affirmatively determining the independence of any director who will serve on the compensation committee of the listed company’s board of directors, the board of directors must consider all factors specifically relevant to determining whether a director has a relationship to the listed company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: It is not a requirement to have a compensation committee if a company is “controlled”, which the New York Stock Exchange defines as having more than directors held by an individual, a group or another company.