Board Assessment
Please answer questions 1 – 56 to the best of your knowledge. If you do not understand a question, please note the problem in the space for comments provided for that question. If your answer to any question is “No” or other such negative response, you should provide comments so that the Board or committee will have a basis for considering any necessary remedial action. To ensure confidentiality, the individual questionnaires will be destroyed after the results are tabulated by the General Counsel and reported to the Board. The overall summary of the results will be retained as well as blank sample questionnaires for the record.
BOARD COMPOSITION AND STRUCTURE
1. Does the Board as a whole possess the right skills for the current issues facing the Company?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
2. Richard Leeds currently serves as Executive Chairman of the Board and Barry Litwin is CEO, pursuant to recent changes. Is this satisfactory?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
3. Does the Board have the right number of Directors? Should the number of Directors be increased or decreased?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
4. The Board currently has 4 inside Directors and 4 outside Directors. Should it remain as currently constituted? If not, how should it be changed?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
5. Does the Board have the right Committee structure?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
BOARD MEETINGS
6. Does the Board have the appropriate number of meetings per year?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
7. Is attendance at Board meetings satisfactory?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
8. Does the Board receive adequate materials sufficiently in advance of Board meetings?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
9. Is the time at Board meetings utilized effectively?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
10. Are you satisfied with the content of, and allocation of time at, Board meetings?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
11. Are you satisfied with the process for establishing the Board meeting agendas?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
12. Are you satisfied with the quality of the management and other presentations to the Board?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
13. Is there sufficient time at Board meetings for the presentation and full discussion of the subjects covered?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
14. Is there candid communication and broad participation at the Board meetings?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
15. Are issues resolved in a timely manner?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
16. Are the Board members well prepared for Board meetings?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
17. Should any business now handled by the full Board be delegated to a Committee?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
18. Should any business now handled by a Committee be handled by the full Board?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
19. Do the Committees meet often enough and are such meetings productive?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
20. Is there sufficient time/opportunity for Committee meetings and for independent meetings of the outside directors?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
21. Do the Committee reports give the appropriate amount of information to the Board?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
22. Are the independent meetings of outside directors productive?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
23. Are issues raised at the independent meetings of outside directors effectively communicated to management?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
KEY BOARD RESPONSIBILITIES
24. Is the Board effectively fulfilling its oversight and policy-making role?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
25. Has the Board set specific duties, goals and objectives and appropriately measured its performance against those factors?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
26. Do all of the Board members have an adequate understanding of the Company's business, its industry, the Company's competitive landscape and the risks and challenges facing the Company?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
27. Do all of the Board members comprehend their fiduciary duties and other legal obligations?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
28. Is the Board adequately and properly involved in determination of the Company's strategy?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
29. Is the Board effective in monitoring the implementation of the Company's strategy?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
30. Does the Board sufficiently analyze and question management's strategic proposals?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
31. Does the Board adequately assess the Company's achievement of its strategic plans?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
32. Does each of the outside Directors act in an independent manner?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
33. Is the Board effective in reviewing annual operating plans and budgets?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
34. Is the Board effective in monitoring the Company's operating and financial performance (including liquidity)?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
35. Does the Board effectively participate in management development and succession planning for key jobs?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
36. Is the Board effective in overseeing financial and compliance control systems?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
37. Is the Board strategically involved in merger and acquisition discussions?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
38. Is the Board organized and/or prepared to handle a crisis situation?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
39. Is the Board effective in identifying threats or opportunities critical to the future of the Company?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
40. Do Board members stay abreast of industry trends and issues affecting the Company's performance?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
41. Does the Board focus properly on competitive, financial and other challenges the Company faces?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
BOARD AND MANAGEMENT
42. Does the Board encourage and ensure open lines of communication between the Board members and management?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
43. Is the Board both sufficiently challenging and supportive of management?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
44. Does the Board effectively evaluate the performance of the CEO and other members of management?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
OTHER INFORMATION AND RESOURCES
45. Does the Board effectively evaluate the performance of the CEO and other members of management?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
46. Does the Board have adequate resources from and access to management?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
47. Does management have adequate access to the Board?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
48. Is the staff and related support for Board and Committee meetings and functions adequate?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
49. Is the Board receiving adequate legal counsel?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
50. Does the Board have access to all other resources it considers necessary (including independent experts)?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
51. Does the Board have an adequate orientation program for new directors?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
52. Is the Board provided with sufficient continuing professional education?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
OTHER
53. Are the outside directors receiving the right types and amounts of compensation for their service on the Board and Committees?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
54. Is the Board firmly committed to being held accountable?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
55. Has the Board effectively followed through on its recommendations developed during past evaluations?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
56. Are there any other changes that would improve the Board's effectiveness that you would suggest?
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Yes
No
Partially (explain)
Comments/Recommendations for Improvement
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