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

The Nominating and Governance Committee identifies qualified director candidates and develops corporate governance guidelines.

Question 2

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

Accepted Answer

Split leadership model

Answer

The split leadership model separates the CEO and Board Chair roles to provide independent oversight of management.

Question 3

What is a 'lead independent director'?

Accepted Answer

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

Answer

A lead independent director presides over executive sessions of independent directors and serves as a liaison between independent directors and the CEO.

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

Dodd-Frank's 'say on pay' provisions require shareholder advisory votes on executive compensation at least every three years.

Question 5

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

Accepted Answer

Board overboarding

Answer

Overboarding occurs when a director serves on so many boards that their time and attention may be insufficient for each company.

Corporate Governance Practice Test

Corporate Governance Practice Test

Corporate Governance Board of Directors & Committees 2