Corporate Governance Board of Directors & Committees 2

Question 1

What is the role of the Nominating and Governance Committee?

Accepted Answer

Identifying and recommending director candidates and overseeing governance practices

Answer

Managing executive pay packages

Answer

Approving annual financial statements

Answer

Setting dividend policy

Question 2

Which corporate governance model separates the roles of CEO and Board Chair?

Accepted Answer

Split leadership model

Answer

Unitary board model

Answer

Two-tier board model

Answer

Lead director model

Question 3

What is a 'lead independent director'?

Accepted Answer

An independent director who coordinates and leads non-management board sessions

Answer

A director appointed by the largest institutional shareholder

Answer

The chair of the audit committee

Answer

A director hired for specialized industry expertise

Question 4

Under Dodd-Frank, publicly traded companies must hold shareholder votes on executive compensation how frequently?

Accepted Answer

At least every three years

Answer

Every year

Answer

Every five years

Answer

Only upon a merger

Question 5

Which governance concept refers to a director sitting on multiple boards simultaneously?

Accepted Answer

Board overboarding

Answer

Board diversity

Answer

Director interlocking

Answer

Director shadowing

Question 6

What is the purpose of an executive session of the board?

Accepted Answer

To allow non-management directors to meet without management present

Answer

To approve management's strategic plan

Answer

To interview external auditors jointly with management

Answer

To set the annual budget with the CFO