Chesapeake Energy Corporation (NYSE:CHK) has made some progress in its performance metrics. Its 2012 proxy statement indicates its move from a fully subjective compensation approval process to one that includes predetermined performance metrics. However, in the "Compensation Discussion and Analysis" section of its 2012 proxy, SandRidge Energy, Inc. (NYSE: SD ) indicates that its officials "do not currently base executive officer compensation decisions on pre-established performance targets." Also worrisome is SandRidge's admission that CEO Tom Ward submits recommended executive salaries, including his own, to the Compensation Committee for approval, rather than allowing the committee to come up with its own recommendations. The Foolish bottom line While it is possible for compensation decisions to favor shareholders despite the presence of conflicts of interest, shareholders should look for governance structures that will foster accountability among decision-makers and eliminate conflicts of interest to ensure their boards reliably put them first.