Policies requiring that all director communication go through a member of the management team should be avoided unless they are for record-keeping purposes.

In such cases, procedures documenting receipt and delivery of the request to the board and its response must be maintained and made available to shareowners upon request.

the ethics of repricing and backdating employee stock options-24

Directors who fail to receive the support of a majority of votes cast in an uncontested election should step down from the board and not be reappointed.

A modest transition period may be appropriate under certain circumstances, such as for directors keeping the company in compliance with legal or listing standards.

2.4 Independent Chair/Lead Director: The board should be chaired by an independent director.

The CEO and chair roles should only be combined in very limited circumstances; in these situations, the board should provide a written statement in the proxy materials discussing why the combined role is in the best interests of shareowners, and it should name a lead independent director who should have approval over information flow to the board, meeting agendas and meeting schedules to ensure a structure that provides an appropriate balance between the powers of the CEO and those of the independent directors.

Other roles of the lead independent director should include chairing meetings of non-management directors and of independent directors, presiding over board meetings in the absence of the chair, serving as the principle liaison between the independent directors and the chair and leading the board/director evaluation process.

Given these additional responsibilities, the lead independent director should expect to devote a greater amount of time to board service than the other directors.Committees should be able to select their own service providers.Some regularly scheduled committee meetings should be held with only the committee members (and, if appropriate, the committee's independent consultants) present. Introduction 1.1 Nature and Purpose of the Council's Corporate Governance Policies 1.2 Federal and State Law Compliance 1.3 Disclosed Governance Policies and Ethics Code 1.4 Accountability to Shareowners 1.5 Shareowner Participation 1.6 Business Practices and Corporate Citizenship 1.7 Governance Practices at Public and Private Companies 1.8 Reincorporation 1.9 Judicial Forum 1.10 Commitment to Long-Term Performance 1.1 Nature and Purpose of the CII's Corporate Governance Policies: CII policies are designed to provide guidelines that CII has found to be appropriate in most situations. 1.2 Federal and State Law Compliance: CII expects that corporations will comply with all applicable federal and state laws and regulations and stock exchange listing standards.1.6 Business Practices and Corporate Citizenship: CII believes companies should adhere to responsible business practices and practice good corporate citizenship.An election is contested when there are more director candidates than there are available board seats.