Board Composition and Corporate Governance

Board organization, composition, leadership, committee structure, director profiles, governance policies, and risk oversight practices structured for assessment, recruitment, and refreshment work.

Part I

Board Organization

Board Size & Meetings

Board Size
Frequency of Board Meetings
Board Committees
Number of Board Committees
Board Committee Types
Board Committee Size
Frequency of Board Committee Meetings
Policy on Committee Member Rotation
Term Limit for Committee Membership

Part II

Board Leadership

Board Chair

Board Chair Independence
Independent Chair Tenure
Independent Chair Functional Background
Independent Chair Qualifications & Skills
Lead (or Presiding) Director
Lead Director Tenure
Lead Director Duties
Lead Director Functional Background
Lead Director Qualifications & Skills

Board Leadership Policies

Policy on CEO/Chair Separation (Combination)
CEO/Chair Separation Rationale Disclosure
CEO/Chair Combination Rationale Disclosure

Part III

Board Composition

Age

Director Age
Director Age Groups

Gender

Director Gender
Number of Female Directors

Race (Ethnicity)

Director Race (Ethnicity)--Disclosure Rate
Director Race (Ethnicity)

LGBTQ+

LGBTQ+ Directors--Disclosure Rate
LGBTQ+ Directors

Citizenship

International Directors--Disclosure Rate
International Directors

Other Minorities

Directors From Other Minorities--Disclosure Rate

Board and Committee Leadership Diversity

Board Chair Diversity
Lead Director Diversity
Board Committee Chair Diversity

Tenure

Departing Director Tenure
Departing Director Tenure Groups
Sitting Director Tenure
Sitting Director Tenure Groups

Qualifications and Skills

Independent Director Functional Background
Board Skill Matrix Disclosure
Independent Director Qualifications and Skills

Independence

Director Independence
Companies with Non-Independent Directors

Other Board Services

Non-Executive Director Service on Other For-Profit Boards
CEO Service on Other For-Profit Boards

Part IV

New Directors

New Directors
New Directors Per Company

Age

New Director Age
New Director Age Groups

Diversity

New Director Gender
Number of New Female Directors
New Director Race (Ethnicity)
New LGBTQ+ Directors
New International Directors

Qualifications and Skills

New Director Functional Background
New Director Qualifications and Skills

First-Time Directors

First-Time Directors First-Time Directors
Per Company First-Time Director Age First-
Time Director Age Groups First-Time
Director Gender First-Time Director Race
(Ethnicity) LGBTQ+ First-Time Directors
International First-Time Directors First-Time
Director Functional Background First-Time
Director Qualifications and Skills

Part V

Director Election and Removal

Director Election

Classified Boards
Voting Standard for Director Election
Authority to Set (Increase) the Number of Board Seats
Filling of Newly Created Board Seats
Use of Search Firms in Director Recruitment
Rooney Rule Policy in Director Recruitment

Director Removal

Circumstances for Removal of Directors by Shareholders
Supermajority Vote Requirement to Remove Directors
Required Voting Threshold for Director Removal
Filling of Vacancies Due to Removal

Proxy Access

Proxy Access Bylaws
Year of Adoption
Percent of Ownership
Holding Period
Percent of Board Eligible
Maximum Number of Aggregated Shareholders
Related Entities Provision
Loaned Shares Provision

Part VI

Other Board Policies

Retirement Policies

Mandatory Director Retirement Policy Based on Age
Mandatory Director Retirement Age

Term Limits

Mandatory Director Retirement Policy Based on Tenure
Term Limits

Resignation Policies

Director Resignation Policy for Change of Employment Status
Director Resignation Policy for Cessation of CEO Employment

Overboarding Policies

Director Overboarding Policy
Limit on Directorships (All Directors)
Limit on Directorships (Audit Committee Members)
CEO Overboarding Policy
Limit on Directorships (CEO)
New Directorship Notification Provision
New Directorship Pre-Approval Provision

Onboarding & Evaluations

Director Orientation and Continuing Education
Board Performance Assessment Independent
Assessment Facilitator

Other Policies

Exclusive Forum (Forum Selection) Bylaws
Director Indemnification Policy
Policy on Advancement of Legal Fees
Limitation on Director Liability
Director Eligibility to Matching Gift Program

Part VII

Anti-Takeover Provisions and Shareholder Rights

This part carries no printed heading in the source catalog; the title above is ESGAUGE’s description of its contents.

Capital Structure

Dual or Multiple-Class Stock
Blank Check Preferred Stock

Charter and Bylaw Amendments

Supermajority Vote Requirements for Charter Amendments by Shareholders
Required Threshold
Bylaws Amendments by the Board
Supermajority Vote Requirements for Bylaws Amendments by Shareholders

Board Classification

Classified Board
Classified Term Length
Source of Classified Board Structure Provisions
Removal of Classified Board Members Without Cause

Advance Notice Provisions

Advance Notice Bylaws
Advance Notice Time Window
Advance Notice Time Period
Parameter to Which Time Period is Tied
Informational Requirements

Shareholder Rights/Poison Pills

Election to Opt Out of Anti-Takeover Statutes
Shareholder Rights Plan (Poison Pill) in Force
Poison Pill Features
Adoption Date
Expiration Date
Trigger Threshold Percentage
Exercise Price
Rights Per Old Share
New Shares Per Right
Name of Issuing Stock
Shareholder Approval of Poison Pills
Fiduciary-Out Provision

NOL Poison Pills

Nol Poison Pill
Adoption Date
Expiration Date
Trigger Threshold Percentage
Exercise Price
Rights Per Old Share
New Shares Per Right
Name of Issuing Stock

Limitations to Other Shareholder Rights

Right to Call Special Shareholder Meetings
Ownership Threshold to Call Special Meetings
Restrictions to the Right to Call Special Meetings
Action by Written Consent
Procedural Consent Bylaws

Part VIII

Shareholder Engagement

Proxy Statement Includes Disclosure on Shareholder Engagement Practices

Section(s) of Proxy Statement Containing Shareholder Engagement Disclosure
Length of Shareholder Engagement Disclosure
Frequency of Shareholder Engagement
Shareholder Engagement Calendar
Reasons for Shareholder Engagement
Shareholder Engagement Topics
Formal Shareholder Engagement Policy
Disclosure of Extent of Shareholder Engagement
Number of Shareholders the Company Engaged with
Percent of Outstanding Shares Held by Shareholders the Company Engaged with
Actions in Response to Engagement
Disclosure Explicitly States that Board Members are Engaging with Shareholders
Stated Leadership of Board/Shareholder Engagement Process
Other Shareholder Engagement Practices

Part IX

Insider Trading Policy

Time Period for MNPI to be considered “public”

Start of quarterly blackout period

Start of Quarterly Blackout Period (No. of Days)

End of quarterly blackout period

Group of insiders subject to quarterly blackout periods

Group of insiders subject to preclearance procedures

Group of insiders prohibited from hedging/pledging

Are exceptions allowed for hedging/pledging?

How are gifts treated?

Who Administers the Policy?

Are Waivers of the Policy Permitted?

Approver of waivers

Does the Policy Explicitly Apply Post-Termination?

Is other company trading prohibited?

How other companies are addressed

Categories of prohibition on trading

Is the policy applicable to third parties?

Whether sell-to-cover transactions are exceptions to the policy?

Whether the exception only applies if the company sells on the employee’s behalf?

Whether certain insiders may only trade using a 10b5-1 plan (including subject to limited exceptions)?

Whether the Company has 10b5-1 plan guidelines/policy?

What groups the guidelines/policy of 10b5-1 plan applies to?

Do employees other than section 16/executive officers of 10b5-1 plan have a minimum cooling-off period?

Whether the company has an absolute prohibition on overlapping 10b5-1 plans?

How do guidelines address the termination of a 10b5-1 plan?

Prohibition on Prediction Market (Insider Trading Policies)

Prohibition on Prediction Market (Code of Ethics Only)

Part X

Board Committee ESG Oversight

General ESG

Governance

Environmental

Human Capital Management (HCM)

Social

CEO Demographics & Succession

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