Board Governance Survey

 

 

 

 

 

The following template can be used to objectively evaluate the governance practices of the Board of Directors

Board Composition, Nomination and Succession	No	Yes
The Board uses a committee composed exclusively of independent directors to nominate potential Directors.
As part of the nominations process the Board or one of its committees conducts a skills audit to assess the skills reflected by the existing Board.  Deficiencies are then incorporated into the qualifications required for nominations.
The Board has an articulated succession plan for the CEO in order to identify potential successors following term completion and/or retirement.
The Board has an articulate succession plan for the Chairs of all standing committees of the Board.
The Board has an articulated succession plan for the Board Chair which includes a maximum term limit for the Chair.
Director reappointment is subject to performance audit against pre-determined indicators of performance.

 

Responsibilities and Processes of the Board and Committees	No	Yes
The Board has produced a publicly available document, eg by-laws or other publication, that describes Board responsibilities, terms of reference and accountability.
The Board devotes 25% or more of annual Board meeting time to long term strategic planning issues.
The Board has a recorded set of objective criteria against which it evaluates Board effectiveness annually or more frequently.
The Board endorses a plan of action, at least annually to improve on indicators of quality, eg, managerial process performance, financial performance, strategic outcomes, customer/client/patient satisfaction.
The Board uses a strategic plan against which to establish and review at least annually, organizational goals and milestones of achievement.
Representatives from management are regularly and directly involved in Board strategic planning.
The Board uses a set of documented criteria when providing advice to management regarding proposals for major new plans and programs.
The Board has approved a risk management plan that includes a process to identify and minimize risks to the organization’s sustainability.
There is an opportunity at every Board meeting for Directors to meet privately without management present.

 

Code of Conduct and Board Ethics	No	Yes
The Board has a formal whistle blower policy to ensure that information regarding suspected corruption and incompetence throughout the organization reaches the appropriate party and whistle blowers are protected from all forms of retaliation.
Within the Board there is a formalized process by which Board members’ potential conflicts of interest may be declared and evaluated by the Board and/or Governance Committees.
The Board has a publicly available Code of Ethics by which it is governed that includes a process to review adherence to the Code.

 

Board Orientation and Development	No	Yes
The Board publishes a comprehensive Board policies and procedures manual which is distributed to all new Board members.
The Board regularly offers members educational/upgrade opportunities to ensure members can stay current with latest industry/governance issues.
The Board implemented a monitoring process for all new Directors.

 

Director Assessment Process	No	Yes
All Directors are evaluated annually against a pre-determined set of performance indicators.
Performance measures to evaluate Director performance are re-evaluated at least annually to ensure ongoing relevance and validity.

 

Audit Committee Characteristics	No	Yes
The Board has an Audit Committee composed exclusively of independent Directors.
All members of the Audit Committee are financially literate and at least one has a professional designation in accounting or finance.

 

Responsibilities and Activities of the Chair and Directors	No	Yes
The Board publishes a document, eg by-laws or other publication, outlining responsibilities of the Board Chair.
Either the Board Chair or a designate attends at least one meeting per year of every committee of the Board.
The Board and/or Governance Committee sets minimum meeting attendance requirements for all Directors.
The Board distributes letters of appointment to all Directors, outlining responsibilities and key terms and conditions of appointment.

Board Information and Communication	No	Yes
The Board uses a review process to ensure the adequacy of the information which it receives, such as briefing notes, agendas, minutes of prior meetings, CEO and committee reports, upcoming motions, financial reports, media reports and relevant journal articles.
The Board publishes reports (quarterly or more frequently) describing organizational performance for its community of stakeholders.

 

 

 

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