| Introduction |
1 |
| |
|
| Current Board Practices - Background |
1 |
| |
|
| Sixth Study Overview |
1 |
Questionnaire |
1 |
Methodology |
1 |
Respondent overview |
1 |
Report |
1 |
| |
|
| Section I |
3 |
Current Board Practices - Summary of Total Participant Responses |
3 |
Most Common Practices |
11 |
| |
|
| Section II |
12 |
Participant Information |
12 |
| |
|
| Section III |
14 |
Comparison of 2008 to 2005 Questions and Responses |
14 |
| |
|
| Section IV |
23 |
Responses from Market-Cap Companies and Privately Held Companies |
23 |
A. Board structure |
23 |
Classified boards and term limits
|
23 |
Director independence
|
31
|
Board recruitment and selection
|
35 |
B. Board and committee practices |
38 |
Board meetings
|
38 |
Committee structures and roles
|
43 |
Board training and evaluations
|
50 |
CEO evaluation and succession
|
55 |
Conflicts of interest and related party transactions
|
57 |
Executive and private sessions
|
59 |
C. Shareholder engagement/voting and proxy issues |
62 |
D. Earnings guidance |
65 |
E. Director compensation |
66 |
| |
|
| Section V |
72 |
Responses from Non-Profit Organizations |
72 |
| |
|
| Appendix |
82 |
The 2008 (6th) Board Practices Study Questionnaire |
82 |
2008 Board Practices Survey
|
82 |
Comparison table - 2005, 2002 and 1999 Current Board Practices survey responses |
91 |
