GEORGIA WORLD CONGRESS CENTER AUTHORITY
EMPLOYEE COMPENSATION COMMITTEE MEETING
August 24, 2006

_____________________________________________

Committee Members Present:
Glenn Hicks, Ex-Officio
Bob Prather, Chair
Don Balfour, Legislative Overview

Committee Members Absent:
David Allman
Tommy Vance

GWCCA Staff Present:
Dan Graveline
Khalil Johnson
Sherrie Spinks

August 24, 2006

Chair Bob Prather called the Employee Compensation Committee meeting to order at 12:00 p.m. 2005 Compensation Committee Meeting Minutes Mr. Prather asked for approval of the minutes of the meeting held August 19, 2005. Motion to approve the 2005 Compensation Committee meeting minutes as presented was made by Senator Don Balfour, seconded by Glenn Hicks and unanimously approved.

KEY EMPLOYEE COMPENSATION INCENTIVE PLAN

Personnel Changes to Program

GWCC - Al Dyess, hired as Assistant General Manager of GWCC to replace Mark Zimmerman, resigned in April 2006 to accept another position before completing a full year of service and has not received an award. Kevin Duvall moved from his position as Assistant General Manager of the Dome to the Georgia World Congress Center to replace Al Dyess. While Kevin is new to the Congress Center, he is not new to the program. John Gadson, Director of Building Services, resigned in January 2006 and therefore does not receive an incentive award for the current year, plus forfeits the remaining balance from prior years. Patrick Jackson was hired in April 2006 to replace John Gadson. The position of Director of Building Services is automatically included in the Key Employee Incentive Plan pending approval of the Compensation Committee and completion of twelve months of service.

Dome - David Mott was hired as Assistant General Manager of the Georgia Dome to replace Kevin Duvall. The position of Assistant General Manager is automatically included in the Key Employee Incentive Plan pending approval of the Compensation Committee and completion of twelve months of service.


Additions to Program
The Key Employee Incentive Compensation Plan was revised last year to include seventeen additional positions. A copy of the revised plan was sent to Committee members for review.

Motion to approve the Personnel Changes for 2006 was made by Glenn Hicks, seconded by Senator Don Balfour, and unanimously approved.

Fiscal Year 2006 Review
Over the past fiscal year, our combined facilities generated approximately $2.8 billion of total economic impact to Georgia's economy, which resulted in $221.5 million new tax dollars to State and local governments. The Economic Impact Analysis report is developed by The Selig Center for Economic Growth, Terry College of Business, University of Georgia, and is based on data from GWCC attendance statistics fed into an econometric model developed for this industry. This report gives important third party validity to the numbers.

Summary of Consolidated Financial Results - FY 2006 revenue was over forecast by $14,506,652 (15.4%), expense was over forecast by $4,173,409 (5.8%), and net profit was over forecast by $9,774,243 (74.4%).

GWCC - Revenue was over forecast by $5,339,279 due to New Orleans relocations and regular show growth. Operating expenses were over budget by $2,145,839. Actual net profit was $7,281,956 against a forecast of $4,088,516. Note: This includes $2.6 million in cancellation fees from Homebuilders.

Dome - Other than the Sugar Bowl, New Orleans did not have an impact on the Dome. Revenue was over forecast by $8,901,215. Operating expenses were over budget by $2,608,754. Note: We paid $1.3 million more than anticipated in brokerage commissions and fees to the Falcons, plus the Dome had $1.3 million in special projects, which accounts for the expense over budget. Actual net profit was $15,325,660 against a forecast of $9,033,199.

Park - Revenue was over forecast by $266,158. Operating expenses were under budget by $22,184. Actual net gain was $303,185 against a forecast of $14,843.

Facility Performance Reports
Performance Reports for all three facilities were sent to Committee members for review. This year's main focus was to continue to raise the bar on customer service. A new report on Support Services, directed by CFO Sherrie Spinks, was also included this year for review. The Support Services Performance Report includes Human Resources, Accounting, and Purchasing, which support all three facilities.

Economic Impact Analysis
The Economic Impact Analysis, as prepared by The Selig Center for Economic Growth, Terry College of Business, University of Georgia, was sent to Committee members for review.

EXECUTIVE DIRECTOR FY 2006 MERIT REVIEW

At this time Mr. Graveline distributed a copy of his salary history for review and, for the benefit of the Committee, explained the breakdown of the five levels included in the MIP worksheets. Mr. Graveline reminded the Committee that last year the Committee voted to fund the Executive Director and Chief Operating Officer positions separate from the rest of the incentive pool for future years in order to eliminate the possible negative impact those two positions could have on remaining participants. Mr. Graveline, Khalil Johnson, Sherrie Spinks, and Dale Aiken were excused from the meeting for Committee deliberations. Upon the return of Mr. Graveline, Mr. Johnson, Ms. Spinks, and Ms. Aiken, Chairman Prather reported the committee unanimously voted to make the following recommendations, which will be brought to the Authority for approval at the next meeting scheduled for August 29, 2006:

1. All employees receive an average four percent (4%) merit increase, with a range of 0-5%.

A motion to approve an average 4% merit increase was made by Glenn Hicks, seconded by Sen. Don Balfour, and unanimously approved.

2. The Committee voted to recommend a five percent (5%) merit increase for Mr. Graveline, effective October 1, 2006.

A motion to approve a 5% merit increase for Mr. Graveline effective October 1, 2006 was made by Senator Don Balfour, seconded by Glenn Hicks, and unanimously approved.

3. The Committee voted to award the overall organization a superior rating, thereby establishing a total compensation pool of $412,637 for the Key Employee Incentive Plan.

A motion to award the overall organization a "superior" rating was made by Glenn Hicks, seconded by Senator Don Balfour, and unanimously approved.

4. The Committee voted to award Mr. Graveline a superior rating, which awards Mr. Graveline $80,268 spread over three years as his portion of the Key Employee Incentive Plan, and to award Khalil Johnson a superior rating, which awards Mr. Johnson $56,637 spread over three years as his portion of the Key Employee Incentive Plan

A motion to award Mr. Graveline and Mr. Johnson a "superior" rating was made by Glenn Hicks, seconded by Senator Don Balfour, and unanimously approved.

5. Committee voted to recommend Mr. Graveline receive a 5% salary increase effective January 1, 2007 due to increase in responsibility associated with expansion facilities. (Building C, 1.4 million feet of constructed space)

A motion to recommend Mr. Graveline receive a 5% salary increase effective January 1, 2007 was made by Senator Don Balfour, seconded by Glenn Hicks, and unanimously approved.

The Committee noted the entire staff has done a great job over the past year.

Mr. Graveline thanked the committee for their continued support and for recognizing the staff's hard work.

Motion to adjourn the meeting at 12:45 a.m. was made by Sen. Don Balfour, seconded by Glenn Hicks, and unanimously approved.

Respectfully submitted:Dale Aiken, Assistant Secretary

Approved:Robert Prather, Jr., Chair /s/