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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

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