| |
|
Status |
| Compliance program |
Adopt and publish a written corporate compliance program
approved by the Board to prevent, detect and address corporate wrongdoing. |
| Disclosure policies |
Adopt or review the company’s disclosure and
Regulation FD policies to assure that company spokespersons are identified,
that Regulation FD requirements are understood and observed, that confidential
information is not inadvertently disclosed and that public disclosures
are reviewed at appropriate levels within the company; adopt and consistently
comply with policies regarding revenue and earnings guidance. |
| Insider trading policy |
Review existing insider trading compliance policy to
assure that it encourages lawful behavior regarding inside information,
gives insiders clear guidelines for trading and facilitates timely reporting
of insider transactions. |
| Board independence |
Board comprised of a substantial majority of independent
directors who meet in regular executive sessions; Board should adhere
to clear conflict of interest polices applicable to all directors. |
| Committee membership |
Key committees (including audit, compensation and nominating)
shall be comprised solely of independent directors and should be free
to hire independent advisors as necessary. |
| Board leadership |
An independent director should be Chairman of the Board
or lead director; or if not, an independent member should lead the Board
in its most critical functions, including setting board agendas with
the CEO, evaluating CEO and Board performance, holding executive sessions,
and anticipating and responding to corporate crises. |
| Agendas |
Request input from independent directors for agendas
of Board and committee meetings; expand agendas to accommodate longer
meetings covering more operational and strategic matters; expect half-day
committee meetings and full-day Board meetings as the norm. |
| CEO, officer evaluation |
Regularly and formally evaluate the performance of
the CEO and other senior managers (independent directors should control
the methods and criteria for this evaluation). |
| Director and committee evaluation |
Regularly and formally evaluate the contributions of
all Board members through nominating/governance committee, with input
from other committees and entire Board; provide for annual evaluation
of each committee. |
| Compensation of directors |
As the time required for director service increases,
and the oversight function requires significant work between meetings,
compensation for directors should be subject to review and adjustment.
Independent directors can receive only director fees; director fees can
be payable in cash, stock and/or stock options; review the amount of
fees and the manner in which the fees are paid to assure that directors’ interests
are aligned as closely as possible with those of stockholders. |
| Board of compliance and reporting |
At least annually, the Board should review the adequacy
of the company’s compliance and reporting systems, to ensure that
management pays strict attention to ethical behavior and compliance with
laws and regulations, approved auditing and accounting principles, and
with internal governing documents. |
| Meetings of independent directors |
Boards should hold periodic sessions of independent
directors only to provide board and committee members the opportunity
to react to management proposals and/or actions in an environment free
from formal or informal constraints. |
| Director orientation and training |
New directors should be provided with a director orientation
program to familiarize them with the company’s business, industry
trends, and recommended governance practices; existing directors should
be continually updated on these matters. |