Overall Board Effectiveness

The size of the board is appropriate for good decision-making.

The Board’s voice is unified, consistent and cohesive.

In Executive, Committee and Board meetings, objectivity and candor is promoted.

The Board displays a broad and far-reaching curiosity about the industry or sector as well as the broader environment within which the organization operates.

The Board acts independently and assertively and is diligent in seeking out and challenging relevant information.

There is a well-defined limit to the service terms of Board members, the Board Chair and Chairs of Board Committees. The Board evaluates and revitalizes/refreshes itself regularly.

There are a sufficient number of Independent Board Directors.

The Board effectively communicates with stakeholders.

Company values and corporate culture are formed in clear governing policies.

Relationship of Board and Management

There is a well-defined line between the roles of the Board and those of Management and it is respected by all parties.

Management roles are clearly defined and delegated.

Information received from Management is straightforward, transparent and timely to facilitate good decision-making.

Mutual respect defines the Management/Board relationship.

The Board avoids micromanaging while setting appropriate strategic direction.

Performance Expectations

Director qualifications and criteria are clearly defined.

Board members are highly competent displaying financial literacy, integrity and accountability, informed judgement, mature confidence and high performance standards.

The Board as a whole includes members with competencies in finance and accounting, management, crisis response, industry or sector knowledge, international markets, leadership, and strategy and vision.

The Board clearly defines performance expectations of the Board as well as of management.

Benchmarks for evaluating performance objectives of Board and Management are clear.

Individual Directors’ competencies are effectively utilized.

Board Processes

There is a plan for succession for the membership of the Board and Board leadership.

Enterprise risk level is commensurate with strategy and it is reviewed and assessed by the Board annually.

There is a well-defined process for evaluation of the CEO’s performance.

Board Committees

Board Committees are optimally structured.

The Audit Committee is independent of the organization and has sufficient financial acumen and understanding.