2011 Board Practices Survey Questionnaire
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2011 Board Practices Survey Questionnaire
Please complete this survey on your company's board practices - answering all questions to the best of your ability.The results of this survey will be used for our 2011 Board Practices Report.
Part A: Organizational Criteria
These questions will allow us to track all the following responses by company type/ industry. 1.Please specify your organization's industry:
(Choose one)
Advertising and publishing Professional services
Agriculture or mining Public utility/utility holding
Banking or finance Real estate or construction
Energy Retail/Wholesale
Healthcare or pharmaceutical Service industries (misc.)
Insurance Technology (including software)
Manufacturing consumer Telecommunications
Manufacturing industrial Transportation or distribution
Media/communications Other
Non-Profit or public admin a) If Other, please specify:
2.Please specify your company type: Public company Privately held Partnership Non-profit
a) If public, please provide your ticker symbol:
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Part B: Board Practices
Board Selection, Recruitment and Composition
3. Does your organization use a skills matrix or similar tool to periodically assess board composition and fill gaps when selecting new directors?
Yes No
4. Does your organization use written criteria in director selection? Yes
No
5. Does your organization use an executive search/board director recruiting firm to assist in the recruitment of board directors?
Yes No
6. Does your organization provide a mechanism for shareholders to nominate candidates to the board? Yes
No Not applicable
7. Do you have a mandatory retirement policy for directors? Yes
No Not applicable
a) If so, at what age is retirement required?
Independent Chairman
8. Is the independent board chairman also the chairman of the Nominating and Governance committee? The independent board chairman is also the chairman of the
Nominating and Governance committee
No, but our policy would not restrict the same individual from holding both positions
Our policy does not permit the same individual from holding both positions
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13. How many hours does a typical board meeting last? (Do not count time spent on committee meetings on a board meeting day).
1-2 hours 3-5 hours 6-8 hours 9-10 hours More than 10 hours
14. How far in advance are board meeting materials provided to board members? At most five business days before meeting
Between five to ten business days before meeting
More than ten business days before meeting Materials are not distributed prior to board meetings
15. What is the most common form of board meetings for your organization? Live, face-to-face meetings
Live, face-to-face meetings with some directors attending via web-conference or video conference
Live, face-to-face meetings with some directors attending via telephone Tele-conference calls
16. How often do you hold board meetings outside of the country in which your company is headquartered? Frequently (five or more times a year)
Sometimes (two to four times a year) Rarely (once a year)
We do not hold board meetings outside of the country in which our company is headquartered
17.Do you make company owned aircraft available to directors for travel to meetings? Yes
No No applicable
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9. Who is responsible for the periodic evaluation and development of the independent chairman? The Nominating and Governance committee
The full board Another committee No formal evaluation is performed Not applicable — we do not have an independent chairman a) If another committee, please specify:
10. How often is periodic evaluation of the independent chairman performed? Annually
Periodically, as needed No formal evaluation is performed Not applicable — we do not have an independent chairman
11. Does your policy specify a rotation policy or term limit for the independent chair? Rotation policy
Term limit Neither
Not applicable — we do not have an independent chairman
Board Meetings and Materials
12. Does your company permit shareholders to call special shareholder meetings? Permitted without any restriction
Permitted but with minimum ownership threshold percentages Not permitted
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18. What amount of reimbursement does your company provide to directors for travel to meetings? Full reimbursement
Partial reimbursement None
Committee Structures and Roles
19. How many standing committees does your board have? Two or less
Three to five Five or more
20. Please complete the following table with regard to the specific committee practices of your board:
Committee Number of members frequency Meeting length of Average meetings Auditor attendance in meetings (Y/N) Audit Compensation
Nominating/ Corporate Governance Executive
Science & Technology Risk
Strategy Environmental Corporate Responsibility Disclosure Other: Please specify: Other: Please specify: Other: Please specify: Other: Please specify: Other: Please specify:
21. Which of the following has the primary responsibility for appointing committee members and chairs? Full Board
Nominating/Corporate Governance Committee
Board Chair/Lead Director Other
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13. How many hours does a typical board meeting last? (Do not count time spent on committee meetings on a board meeting day).
1-2 hours 3-5 hours 6-8 hours 9-10 hours More than 10 hours
14. How far in advance are board meeting materials provided to board members? At most five business days before meeting
Between five to ten business days before meeting
More than ten business days before meeting Materials are not distributed prior to board meetings
15. What is the most common form of board meetings for your organization? Live, face-to-face meetings
Live, face-to-face meetings with some directors attending via web-conference or video conference
Live, face-to-face meetings with some directors attending via telephone Tele-conference calls
16. How often do you hold board meetings outside of the country in which your company is headquartered? Frequently (five or more times a year)
Sometimes (two to four times a year) Rarely (once a year)
We do not hold board meetings outside of the country in which our company is headquartered
17.Do you make company owned aircraft available to directors for travel to meetings? Yes
No No applicable
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28. Does your organization’s audit committee hold a separate meeting to review the earnings release vs. quarterly reviews or are they combined?
Separate meetings Combined meetings
29. How often do external auditors attend your company’s audit committee meetings? Frequently (all or almost all audit committee
meetings)
Sometimes (two to three audit committee meetings a year)
Rarely (one audit committee meeting a year) Never
Don’t know
30. How often does your audit committee meet separately with management? Frequently (all or almost all audit committee
meetings)
Sometimes (two to three audit committee meetings a year)
Rarely (one audit committee meeting a year) Never
Don’t know
31. Which members of management meet separately with the audit committee? (Check all that apply) Head of Internal Audit
General Counsel Chief Executive Officer Chief Financial Officer Chief Compliance Officer Other
a) If Other, please specify:
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22. Does your board have a policy to rotate committee chairs? Yes
No
23. Does your board have a policy to rotate committee membership? Yes
No
24. Does your board have limits on audit committee members being able to participate on other organizations’ audit committees?
Yes No
a) If yes, please specify the limit:
Audit Committee
25. How often does the audit committee meet annually via: Frequency In-person meetings
By video or web conference By tele-conference calls
26. How has the frequency of audit committee meetings changed since last year? Increased substantially
Increased slightly Decreased No change
27. Are audit committee meetings held by phone considered different than in-person meetings for purpose of proxy disclosure?
Yes No
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36. Which of the following best describes your board’s director education program?: (Choose all that apply) Provided in-house by management
Provided in-house by a third party Directors are reimbursed for public forums or peer
group sessions attended
The full board collectively attends a single public forum
Other
Our board does not have a formal director education program
a) If Other, please describe:
37. How do your directors learn about director education programs? (Choose all that apply) From the corporate secretary or management
From other directors From third party mailings Other
a) If Other, please specify:
Board Evaluations
38. How are your directors evaluated? (Choose all that apply) Self-evaluation
Individual peer-evaluation led by corporate secretary or other in-house personnel Individual peer-evaluation led by a third party facilitator
Our organization does not have a formal board performance evaluation process Other
a) If Other, please describe:
39. To whom does the evaluation pertain? (Select all that apply) Individual board members
Board committees Full board as a whole Not applicable
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32. How often does your company’s audit committee engage specialists for specific matters on their agenda? Frequently (five or more times a year)
Sometimes (two to four times a year) Rarely (once a year) Never Don’t know
33.How often does the audit committee receive reports on internal tips from a compliance hotline? Frequently (five or more times a year)
Sometimes (two to four times a year) Rarely (once a year) Never Don’t know
Board Orientation and Training
34. Does your organization have a formal orientation program for new directors (beyond supplying a directors' manual)? Yes
No
a) If yes, please check the orientation programs sponsored by your organization for directors: (Choose all that apply) Live, in-house session lead by an individual
serving on the board and/or a staff member of the organization
Live training by a third party Internet-based training
35. Does your company train directors on: (Choose all that apply) Anti-corruption policies (e.g. FCPA, UK
Anti-bribery Act) Insider trading Political contributions Company policies
Other regulatory issues related to your business such as privacy, etc. Other formal training a) If Other, please specify:
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45. Is the level of board involvement in setting strategy increasing or decreasing? Increasing
Decreasing Remains the same
Risk Oversight
46. How does your board assign risk oversight for the organization’s risk management program? (Select all that apply) We have a board risk committee
The audit committee has primary responsibility for risk oversight Risk oversight responsibilities are spread across all board committees
The full board is responsible for risk oversight We have not considered board responsibility for risk oversight
Other
a) If Other, please specify:
47. Does your organization have a management disclosure committee as recommended by the SEC for public companies?
Yes No Not applicable
a) If yes, does the management disclosure committee report to either the board or a board committee? Yes
No
i) If yes, how often? Monthly Quarterly Semi-annually Annually
No determined frequency; only when needed
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40. Have you had a third party evaluate the board's performance? (Choose one) Yes
No Not applicable
41. How often is the board evaluated? More frequently than once a year Less frequently than once a year Once a year
Not evaluated
Strategy
42. How often are strategic objectives discussed with the board? Annually
Quarterly At every meeting Other
43. How often does your board participate in an off-site strategy meeting with management? More frequently than once a year
Less frequently than once a year Once a year
We do not hold off-site strategy meetings with management
44. How is strategy set at your organization? Management develops strategy and the board advises, challenges and approves The board and management develop strategy together
The board develops the strategy and management approves and executes Other
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CEO Performance Evaluation
53. How often does the full board review the CEO’s performance? More than once a year
Once a year
Less than once a year (e.g. every two years) Only when a change in circumstance requires Never
54. Who has the lead responsibility over the CEO performance evaluation process? Entire board
Compensation Committee Nominating/Corporate Governance Committee
Independent Chair or Lead Director Other
b) If Other, please specify:
Shareholder Engagement and Shareholder Activism
55. Are directors required to attend the annual shareholders meeting? Yes
No Not applicable
56. Do you have a policy relating to contact between directors and shareholders? Yes
No Not applicable
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48. Does the company align risk oversight/ risk management with the company’s strategy? Yes
No Don’t know
49. Does your company’s board oversee political contributions and donations made by the company — or oversee the political action committees (or similar) of the company?
Yes No Don’t know
50. Has your company imposed any limitations, or reporting obligations, to the company on political contributions by directors?
Yes No Don’t know
CEO Succession Planning
51. How often does the full board review CEO succession plans? More than once a year
Once a year
Less than once a year (e.g. every two years) Only when a change in circumstance requires Never
52. Who has the primary responsibility over the CEO succession planning process? Entire board
Compensation Committee
Nominating/Corporate Governance Committee Independent directors
CEO Other
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62. Is your organization considering adopting a policy or by-law providing reimbursement of expenses related to director election campaigns in light of proxy access? (Choose one)
Reimbursement would be provided when the nominee is successful
Reimbursement would be provided when the nominee achieves a certain percentage of the vote
Not considering adopting a policy or by-law Not applicable
Earnings guidance
63. Does your organization publicly provide earnings per share (EPS) estimates? (Select all that apply) Quarterly earnings per share estimates are
provided
Annual earnings per share estimates are provided
Other types of forward-looking information (e.g., net income, revenue, operating cash flow, etc.) are provided
EPS estimates nor other types of forward- looking information (e.g., net income, revenue, operating cash flow, etc.) are not provided
Not applicable
64. Does your organization intend to change how it provides EPS estimates or other forward-looking information? There is no intention to change the amount of
information provided We intend to reduce the amount of information provided We intend to increase the amount of information provided Don’t know Not applicable
Directors and Officers Liability Insurance
65. Does your organization have directors and officers (“D&O”) liability insurance? Yes
No
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57. Have board members had direct contact with shareholder(s) or shareholder groups over the past year? Board members have had direct contact
Direct contact was made only as arranged or suggested by company management Board members did not have direct contact Not applicable
58. Has your organization been approached by a shareholder activist within the last 12 months? Yes
No Not applicable
59. Has your board considered holding what is known as a “Fifth Analyst” call with investors? Yes
No
Not familiar with the term Not applicable
Voting and Proxy Issues
60. Did your organization receive a shareholder proposal during the 2011 proxy season other than auditor ratification, say-on-pay, or required proposals?
Yes No Not applicable
61. When does your organization provide reimbursement of expenses related to director election campaigns? (Choose one)
Reimbursement is provided when the nominee is successful Reimbursement is provided when the nominee achieves a certain percentage of the vote
Never Not applicable
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69. Please specify how your organization distributes board materials. (Select all that apply) Through unsecured e-mail, e.g. Internet
Through secure e-mail, e.g. Company Intranet
Through an internal or external board portal Through mailing of hardcopies In-person at board meetings Using an application for the ipad or other tablet device
70. If your organization does not have a board portal, which statement below best explains your company’s view on the technology platform?
We have considered the use of board portals but do not currently see a need for this technology
We are currently considering the benefits of the use of board portals
We will be introducing this technology in the near future
We have not considered board portal technology
71. Would you assess the board’s use of technology to be: Increasing
Decreasing No change
72. Do your directors engage in social media associated with your organization? Directors engage in social media
Some directors engage in social media Directors do not engage in social media Don’t know
73. Does your company have a social media policy? Yes
No
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a) If yes, does the D&O insurance cover more than designated directors and officers of the organization? Yes
No
i) Please list who else is covered under the D&O policy:
66. Do any of your directors own individual director liability insurance? Yes
No Don’t know
a) If yes, which statement best describes how the individual director liability insurance policies gets funded? The director funds his/ her own insurance policy
The company funds his/ her own insurance policy Don’t know
67. Please indicate how your liability insurance policy limits have changed in the past 12 months: Increased
Decreased No change Don’t know Not applicable
Board’s Use of Technology
68. What level best describes your board’s involvement with information technology? No involvement besides basic email
communications
Aware of the benefits technology can provide Frequently engaged and up-to-date on latest technology applications
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a) If cultural surveys are conducted by your organization, which parties participate? (Select all that apply) All employees (including management)
All employees under the management level The board
Not applicable
b) If cultural surveys are conducted by your organization, does management review the survey findings with the board?
Management reviews the survey findings with the board
Management reviews the survey findings with the board in certain circumstances Management does not review the survey findings with the board
Not applicable
79. How do employees receive communication from the board? (Select all that apply) Through electronic communication
Through verbal communications (e.g., live meetings, voicemails, etc.)
The board does not provide communications to employees
Only in certain circumstances
a) If certain circumstances apply, please specify:
80. Has your company established an anti-hedging policy that applies to directors? My company has established an anti-hedging
policy that applies to directors My company has not established an anti- hedging policy that applies to directors We are considering the establishment of such a policy
Private Sessions
81.Do non-employee directors have direct access to management below the CEO level (not including boardroom presentations) without CEO approval?
Yes No
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Sustainability
74. Does your organization prepare and file a separate sustainability report? Yes
No Don’t know
a) If yes, is this report available on your organization’s website Yes
No Don’t know
75. Has your organization received a shareholder proposal related to corporate social responsibility initiatives? Yes
No Don’t know a) If yes, please specify:
76. Is the board and its committees involved with reviewing the sustainability effort maintained by the organization? Yes
No Don’t know
Culture/ Setting the Tone at the Top