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Jul 21, 2014

Corporate Governance Newsletter

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Board Self-Evaluations: Practical and Legal Implications

NACD Directorship
By Mark Kessel and Stephen Giove

Kessel and Giove explain that the NYSE mandates annual board self-evaluations for listed companies, and recommend that Nasdaq listed companies, while not obligated, should undertake the review as a matter of good governance. The article reviews the practical and legal implications of the self-evaluation process including: process design, evaluator selection (inside or outside counsel), process participants, written questionnaires, individual director evaluation (peer reviews), committees, reporting the results, and follow up.

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The ‘Unthinkable’ May Need Board Attention
BNA’s Corporate Counsel Weekly
By Mark Kessel and Stephen Giove

By Mark Kessel and Stephen Giove

In light of the magnitude of recent crisis events, the article examines a board’s obligation to work with company management to ensure that risks are identified and assessed and plans to manage and investigate these risks are formulated, including plans to deal with foreseeable crises. Kessel and Giove write, “While a board cannot be expected to foresee every potential disaster that might befall the company, it can, in fulfilling its oversight function, ensure that management has adequately taken account of those events that are foreseeable.”

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Governance Survey Highlights:
Risk Oversight

Authors and Contributors

Mark Kessel

Of Counsel

Capital Markets

+1 212 848 4416

+1 212 848 4416

New York