Board and Committee Evaluation Form

Summary

This Board and Board Committee Self-Evaluation template is intended to comport with corporate governance listing standards of the New York Stock Exchange and generally accepted practices for boards of directors of publicly-traded U.S. companies. This template includes practical guidance. There are no specific requirements concerning the content of board and committee evaluations nor any requirement that such evaluations be in writing. Please note that completed evaluation templates may be discoverable in litigation. Therefore, some boards are opting for paperless facilitated board and committee discussions as the means of evaluation. (The questions on the attached template can be used as a guide for such facilitated discussions.) Even when written templates are used, they are typically relied on to collect director viewpoints for an oral report that is given to the board on the results--as an opportunity to engage the full board in a discussion of board performance. A board may wish to consider putting in place a policy that the executed templates not be retained once the information is reviewed. (Document retention policies should be reviewed and limits on routine document destruction in the context of an investigation or institution of a lawsuit considered.) An argument can be made for attorney-client communication protection attaching to the completed evaluation templates if they are designed to provide input to counsel, who is advising the board on efforts to improve governance processes. However, the strength of this argument has not been tested, and it is therefore uncertain whether a court will protect from discovery evaluation materials on these grounds. Nonetheless, should a board or board committee choose to use written evaluation templates to elicit feedback, it may wish to have counsel involved to collect the information, report back to the board and/or committee and serve as the facilitator for board discussion. In such case, consider including a "privileged and confidential; attorney-client communication" legend on each evaluation template, along with a statement to the effect that: This template is intended for the communication of information to legal counsel, to enable counsel to advise the Board in the Board's continuous efforts to improve corporate governance. For more information on the requirements of the national securities exchanges, see Securities Exchange Compliance Resource Kit . For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit.