Criteria For Evaluation Of Individual Director Performance
- Representation of Shareholders and Other Stakeholders – Clearly recognizes the role of directors to represent the interests of shareholders and other stakeholders. Understands the difference between function of the Board and that of management.
- Judgment and Knowledge – Demonstrates judgment and knowledge in the ability to assess company strategy, business plans, management evaluation and other key issues. Sufficiently informed and knowledgeable to contribute effectively to Board's monitoring responsibilities.
- Meaningful Participation – Comfortable being an active, inquiring participant. Participates in Board process in a meaningful way. Has confidence and willingness to express ideas and engage in constructive discussion. Actively participates in decision-making and is willing to make tough decisions. Is diligent and faithful in attending Board and Committee meetings.
- Communications – Communicates freely with other Board members. A good sounding board for other directors and the CEO. Willing to challenge fellow directors and CEO. Asks insightful questions and raises thought-provoking perspectives. Willing to hold management accountable for performance and results. Mindful not to get overly involved in operational details and the management process. Finds the proper balance between dominating the deliberations and making no contribution at all. Team player; works well with other directors while not necessarily sharing their views. Listens with an open mind.
- Expertise – Fulfills specific Board needs. Makes individual expertise available to the Board. Draws on relevant experience in addressing issues facing company. Willing to respond to appropriate requests of CEO outside of Board meetings for advice and support.
- Vision and Leadership – Understands company's philosophy and strategy. Oriented toward the future, and sensitive to future direction of industry. Fulfills legal and fiduciary responsibilities. Supports the company's mission and values, and is open, honest and direct. Makes appropriate time commitment for Board service. Has no conflict of interest in serving on Board.
- Professional Status – Standing and reputation in the business, professional and social communities in which the director operates. Appropriately represents the company in all such communities.
Last updated: 3 Aug 2008