Yesterday we took a look at 7 Core Board Functions. Board of Directors Meeting Agendas provides a list of matters to be explored each year:
- Performance of the business, including comparison to budget and peers
- CEO succession and exposure of senior executives to the board
- Strategy, budgets, capex and R&D, long-term vs. short-term considerations, acquisitions and divestitures and other business portfolio adjustments
- Executive compensation, including the interplay between compensation policies and risk management
- Risk management, including financial, safety and other risks, and insurance
- Compliance with laws and regulations, and review of material litigation
- Transparency, accounting principles, financial reporting and earnings guidance
- Shareholder relations, meetings between directors and shareholders, dividend policy, share repurchase policy
- Government relations and policies, including lobbying activities and relations with trade associations
- Employee and community relations
- Social responsibility, including environment and human rights
- "Tone-at-the-top" and corporate culture, including ethics, vision, mission
- Director recruitment, including the balance of diversity, independence and experience, and director compensation
- Annual meeting, shareholder resolutions, shareholder nominations
- Crisis management preparations
- Takeover bid and proxy fight preparations
- Board and committee structure and policies, including silo problems, evaluations, governance guidelines, committee charters, and coordination among the board and its committees
- Separation of Chairman and CEO positions or lead director
- Use of consultants, board and committee tutorials and other director education programs
- Legal advice as to compliance of board practices and processes with fiduciary duties
