Board
· independent chairman of board
· majority of board members independent
· have authority to hire outside consultants without management approval
· have committees devoted to executive compensation, risk management, legal matters and governance issues
· Audit, compensation, ethics, nominative committees should be dominated by independent directors
· Some board &/or committee meetings without management present
· Able to seek outside advice at firms’ expense
· Director is required to hold a minimun amount of equity
· Director compensation is better on equity basis
· Director has mandatory retirement age
· Self-evaluation of board
Board members:
· should be independent of management
· be qualified/ experienced
· be annually elected
Independence of board
Independent members – do NOT have other relationship with management or the firm, regularly meet without the presence of management
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