Survey Results: Board Evaluations


The NYSE listing standards require listed companies to have corporate governance guidelines that address annual board evaluations. Since the Nasdaq doesn't require corporate governance guidelines, it is silent about the need for listed companies to conduct board evaluations ' but many Nasdaq companies conduct them anyways as a sound practice.

Here are some survey questions about the board evaluation process:

1. When is your company's board evaluation typically conducted: (Total responses: n=59)
(select only one)

n=31 (52.54%) During the fiscal year in which board performance is evaluated
n=23 (38.98%) Following the fiscal year, but before the proxy statement is filed
n=4 (6.78%) Between the filing of the proxy statement and the annual meeting of shareholders
n=1 (1.69%) We do not perform annual board evaluations

2. In conducting board evaluations, some board use written questionnaires and some use oral interviews (or both). At our company, we use: (Total responses: n=60)
(select only one)
n=36 (60.00%) Written questionnaires only
n=8 (13.33%) Oral interviews only
n=16 (26.67%) Both written questionnaires and oral interviews

3. If written questionnaires are used in the board evaluation process, are copies retained: (Total responses: n=54)
(select only one))
n=24 (44.44%) Yes
n=30 (55.56%) No

4. Who manages the board evaluation process: (Total responses: n=59)
(select only one)
n=7 (11.86%) Non-executive board chair or lead director
n=25 (42.37%) Chair of governance/nominating committee
n=4 (6.78%) All members of the governance/nominating committee
n=15 (25.42%) General counsel/other in-house counsel
n=4 (6.78%) Outside counsel/consultant
n=0 (0.00%) CEO
n=4 (6.78%) Other

5. Is a written report produced based upon the results of the board evaluation: (Total responses: n=59)
(select only one)
n=40 (67.80%) Yes
n=19 (32.20%) No

6. How do the minutes reflect the board evaluation results: (Total responses: n=57)
(select only one)
n=15 (26.32%) Brief summary of results, without including conclusions
n=25 (43.86%) Brief summary of results, including conclusions
n=0 (0.00%) In-depth details of the results
n=17 (29.82%) Minutes do not reflect results