- Formal Evaluation of the Chief Executive Officer. The Board shall perform an evaluation of the Chairman of the Board and Chief Executive Officer. The Chairman of the Compensation Committee shall be responsible for compiling the Chairman/CEO evaluations. The Chairman/CEO evaluation form shall be approved by the Nominating and Governance Committee. The evaluation should be based on criteria including accomplishment of long-term strategic objectives, development of the management team, and other appropriate issues. When determining the compensation of the Chairman and Chief Executive Officer, the Compensation Committee shall use the Board evaluation as well as rely strongly upon the specific performance criteria previously established. The Chairman of the Compensation Committee shall discuss the Chairman/CEO evaluation with the full Board and then with the Chairman and Chief Executive Officer.
- Annual Board Evaluation. The Board shall perform an annual evaluation of its own performance and shall provide the means for each Board member to privately evaluate his or her own performance. In developing its evaluation criteria, the Board may choose to benchmark the practices of other boards of directors; circulate surveys, questionnaires and evaluation forms to directors; and use such other methods as it may deem helpful and appropriate in order to assess the Board's effectiveness. The Nominating and Governance Committee annually will review the structure of the evaluation process and recommend, as necessary, any changes to the Board. The assessment will be performed in the same cycle as that for the evaluation of the Chairman and Chief Executive Officer.
|
