Corporate Governance

Principles of

Corporate Governance

BOARD AGENDAS, INFORMATION, AND SCHEDULES
  • Approves information sent to the Board and determines timeliness of information flow from management.
  • Periodically provides feedback on quality and quantity of information flow from management.
  • Participates in setting, and ultimately approves, the agenda for each Board meeting.
  • Approves meeting schedules to assure that there is sufficient time for discussion of all agenda items.
  • With the Chair/CEO, determines who attends Board meetings, including management and outside advisors.
BOARD EXECUTIVE SESSIONS
  • Has the authority to call meetings and Executive Sessions of the Independent Directors.
  • Presides at all meetings of the Board at which the Chair/CEO is not present, including Executive Sessions of the Independent Directors.
COMMUNICATING WITH STAKEHOLDERS

  • As necessary, meets with major shareholders or other external parties, after discussions with the Chair/CEO.
  • Is regularly apprised of inquiries from shareholders and involved in correspondence responding to these inquiries.
  • Under the Board’s guidelines for handling shareholder and employee communications to the Board, is advised promptly of any communications directed to the Board or any member of the Board that allege misconduct on the part of company management, or raise legal, ethical or compliance concerns about company policies or practices.
BOARD PERFORMANCE EVALUATION
  • Leads the annual performance evaluation of the Board
COMMITTEE AGENDAS AND SCHEDULES
  • Reviews in advance the schedule of committee meetings.
  • Monitors flow of information from Committee Chairs to the full Board.
COMMUNICATING WITH MANAGEMENT

After each Executive Session of the Independent Directors, communicates with the Chair/CEO to provide feedback and also to effectuate the decisions and recommendations of the Independent Directors. Acts as liaison between the Independent Directors and the Chair/CEO and management on a regular basis and when special circumstances exist or communication out of the ordinary course is necessary.

CHAIR AND CEO PERFORMANCE EVALUATIONS

  • Leads the annual performance evaluation of the Chair/CEO, distinguishing as necessary between performance as Chair and performance as CEO.
NEW BOARD MEMBER RECRUITING
  • Interviews Board candidates, as appropriate
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