Strategy assignment

Selection and Composition of the Board

1. Board Membership Criteria

1. Control
2. Service
3. Strategy

1. Board Membership Selection

1. Control

Board Functioning

1. Selection of the Chairman of the Board and the Role of Lead Director

1. Control

1. Mix of Management and Independent Directors

1. Control
2. Service

1. Board Definition of What Constitutes Independence for Directors

1. Control

1. Former Chief Executive Officer Board Membership

1. Control

1. Limits on Outside Board Membership

1. Service

1. Term limits and Retirement Age

1. Strategy

1. Assessing the Board’s Performance

1. Strategy

1. Ethics and Conflicts of Interest

1. Control

Board Relationship to Senior Management

1. Board Access to Senior Management

1. Control

Meeting Procedures

1. Selection of Agenda Items for Board Meetings

1. Service

Committee Matters

1. Board Committees

1. Strategy
2. Service
3. Control

Leadership Development

1. Formal Evaluation of the Chief Executive Officer

1. Control

1. Control has the maximum coverage and service has the minimum coverage. The reason for that is that you need control in most of his guidelines because keeping the control over managerial competence and overseeing resource allocation is the key to being able to fulfill the two other roles (Service and Strategy). By keeping control, they will make sure to enhance legitimacy in society (service) and to make sure to control the groups of owners so the decisions benefits the long-term strategy of the firm (strategy). On the other hand, service is the one we used less often because it has more to do with things outside the firm. Though it is important role, it has less influence on most of the guidelines.
2. The board access to the complete GM’s Management. The board should not have the complete access because that would infringe upon the manager’s role. They should be provided with certain information and have certain power of the management decisions without having the complete access.
3. They do not consider external environment in their guidelines. It is a necessity that the external environment is well understood to be able to make decisions.

New Statement that can be added to guidelines:

Board understanding of the firm’s external environment

1. Demographic trends
2. Political/Leagal
3. Technological
4. Natural resources

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