Source: Governance intelligence
A recent panel at Governance Intelligence’s Corporate Governance Forum in New York provided valuable insights into board assessment planning for 2025’s proxy season. The discussion revealed key considerations for corporate secretaries and governance professionals.
Timing and Preparation
Jessica Olich, Equitable’s head of governance and associate general counsel, recommends starting preparations in fall. “Every corporate secretary should take a fresh look at their [board assessment] process every fall,” she advises, noting the growing trend toward detailed proxy statement disclosures.
Question Development Best Practices
Arden Phillips, VP and corporate secretary at Constellation Energy, emphasizes caution when drafting evaluation questions. Key recommendations include:
- Consulting with general counsel or CEO on new questions
- “Socializing” changes with nominating and governance committees
- Avoiding questions that might expose risk-management issues
- Focusing on constructive inquiries about board operations and knowledge needs
The Role of External Advisers
George Anderson, partner at Spencer Stuart, highlights the value of third-party involvement. His firm’s approach includes:
- Conducting in-depth director interviews
- Establishing clear question guidelines upfront
- Creating comfortable dialogue environments
- Addressing specific board issues or concerns
Implementation Strategy
Success hinges on effective follow-through. Olich recommends:
- Creating balanced, concise reports with numerical data
- Developing actionable one-page plans
- Regular reminders of assessment-driven changes
- Scheduling specific time for addressing identified issues
This structured approach ensures meaningful board evaluations that enhance corporate governance and board effectiveness for the coming year.
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