Assessing The Board of Directors
When an analyst evaluate the investment quality of a corporation’s debt or equity, he/she should look at the following board of director elements:
-
Board Independence: The analyst must review the board’s roster to determine if one or more board members could be subject to management influence.
-
In some instances company executives actually sit on the board.
-
Board members who lack independence may not be company executives, but could have close personal or business ties to management.
-
Analysts should look for a board that is at minimum three quarters (75%) independent.
-
Arguments have been made that a board should be 100% independent and that no company executives may serve on the board.
- Independent Chairman of the Board: At a substantive number of public companies, the board chairman is also the CEO of the company. The argument is that the board requires this type of insider expertise.
- Director Election Process: The full annual election of directors is considered to be more investor friendly than a staggered election schedule, where only a portion of the board sets are elected each year.
- Director Qualifications: Do board members possess sufficient expertise to oversee the company?
- Board Self-Assessment: are board members, at a minimum, reviewing their own performance on an annual basis?
- Separate Sessions for Independent Members: If the board is not 100% independent, are the independent members holding at least annual meetings that exclude the presence of company management?
- Board Audit Committee: The audit committee should be 100% independent and meet regularly throughout the year to review financial reporting, non-financial public disclosures, and internal control practices.
- Board Nominating Committee: Nominees to the board should be selected by a committee that is 100% independent.
- Board Compensation Committee: Analysts should determine if executive compensation is tied to the attainment of long-term goals rather than short term financial metrics.
- Independent Legal Counsel: The board needs access to appropriate resources so independent legal and other expert advice can be called upon.
