Further to our prior report: "Board & Director Evaluations: Here's How," Boardroom Resources released its last post in a series on board evaluations: "3 Guidelines for Taking Action on Board Evaluation Results," addressing the critical post-evaluation "action" component of the evaluation process.
In that an evaluation is only meaningful if areas of identified concern or opportunities for improvement are affirmatively addressed, the post discusses the need for development of a board-approved action plan that includes a list of action items - each tagged with an "owner" and completion timeline. Although there is no one-size-fits-all approach, generally, an action plan should capture in a user-friendly fashion (consider, e.g., a tabular or matrix format) the key action steps identified by the board based on its review/discussion of the evaluation results that will serve as a blueprint for tracking its progress going forward.
In the context of increasing investor interest in the board's regular evaluation of its composition as relates to its ability to consider the interests of diverse company constituencies, its alignment with the company's long-term strategy, and the quality of its governance generally, the post also advises proxy disclosure about the evaluation process, which - previously - BlackRock touched on here, Gibson Dunn discussed here, and CII chimed in on here.
In that regard, see the numerous sample 2016 board and director evaluation disclosures beginning on page 155 in Donnelley's Guide to Effective Proxies here (among the many resources posted on our topical pages), and these sample 2017 graphic disclosures:
This post first appeared in this week's Society Alert! Stay tuned for more information in next week's Alert about the most common actions prompted by the board evaluation process.