board of directors at annual meeting

The CII Research and Education Fund (CII-REF), a subsidiary of the Council of Institutional Investors (CII), has issued a new report highlighting best practices in disclosure of the processes by which corporate boards evaluate themselves.

The report focuses on seven aspects of disclosure that investors value highly and provides examples of each from 2018 proxy statements of 10 companies: Allstate, Bank of America, ConocoPhillips, Exelon, Intercontinental Exchange, McDonald’s, Regions Financial, Splunk, Unum Group and W.W. Grainger.

CII-REF reviewed proxy statements of more than 100 U.S. companies and found seven common indicators of strong disclosure:

  • Whether the board reviewed itself as a whole, board committees and individual directors
  • The board’s consideration of peer reviews for directors
  • The timing and format of the evaluation
  • Changes the board made in response to a previous evaluation
  • How the evaluation affected board succession planning
  • The role of the lead independent director in structuring the evaluation process

Download the full report below.


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