The Obligation of Boards to Evaluate Performance

A rush of corporate scandals, corruption and shocking transgressions has resulted in a new business atmosphere – investors, shareholders and creditors have finally had enough. Across the globe, they have banded together in special interest groups and are now insisting on legal regulations and reforms to protect their rights and interests.

Shareholder activism has created more reforms in the last two years than in the last two decades. Investor group influence now shapes the way boards set policies in such far-reaching topics as diversity, compensation, terms of director service, and director eligibility.

One practice emerging from this wave of reform is the annual board evaluation. Whether mandatory or recommended, the intent is clear: a board of directors has an obligation to review its overall performance, provide transparent disclosure about how it operates, and continuously adopt practices to improve its overall contributed value.