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Evaluation and Management Succession
As an ongoing process, the Board examines itself, its governance policies, its practices, and performance as well as the performance of the CEO and the Company’s senior managers together with the Company’s management succession plan.
1. Board Self-Assessment
The Governance Committee conducts an annual assessment of each director’s board performance as well as a review of the performance of the Board and its committees. The assessment process also includes a separate evaluation of the Chairman. The Chairman conveys the results of the personal evaluation to each director. The Governance Committee Chair conveys the results of the Chairman’s evaluation to the Chairman and the overall assessment on the Board and its committees to the full Board. Each Committee conducts an annual self-assessment and reports to the full Board.
2. Annual Evaluation of the CEO
The independent directors perform an annual evaluation of the performance of the CEO based on criteria, including the performance of the business, accomplishment of long-term strategic objectives and development of a management team and a corporate culture that sets high standards of performance, accountability and ethical behavior. The Chairman conveys the results of the evaluation to the CEO and the Compensation Committee makes a recommendation related to the CEO’s compensation to the independent directors based on this evaluation. The CEO then discusses the evaluation with the Board and his goals for the ensuing year.
3. Succession Plan
The Board approves and maintains a succession plan for the CEO and senior executives.
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