Role of The Board

1. What do you view as the overall charter of the board? What elements of that charter do you consider most important?
2. What other roles or support would you like the board to provide? Is there anything you have seen on other boards that you would like to see incorporated at your company?
3. How well does the current board fulfill these roles? Are there any particular strengths or weaknesses?
4. Are there any major changes you would like to see in the role of the board?
5. Do you have any mechanism for formally measuring board performance? If so, what? If not, is any such mechanism under consideration?

1. How and how often do you typically communicate with various board members?
2. What type of information is generally provided to board members? By whom?
3. Is there much communication/interaction among various board members between meetings that do not involve you?
4. What involvement do other senior executives typically have with the board or specific board members?

1. What formal and informal roles do each of the current board members play? What unique or consistent perspective or orientation does that board member bring?
2. Which standing board committees work best/worst and why? Are any new committees needed?
3. What informal alliances currently exist? Are they a positive or negative force?
4. What will you most miss as a result of the retirement/resignation of each departing board member?
5. Do you believe there has been any particular expertise, background, geographic need, or other orientation missing from the board? If so, what?
6. Do you anticipate any changes in the board size? Location or number of meetings?

1. Outline the key elements of the board culture; is it changing?
2. Are there any areas where the board culture significantly differs from your historic corporate and management culture? Is it consistent with the somewhat more disciplined/accountable culture shift you are establishing?
3. What cultural elements (if any) would you like to see change?

1. What key financial, market, geographic or other goals/objectives has the board established for the next ten years?
2. What are the primary obstacles that face your company in accomplishing these objectives?
3. Are there any new competitive, environmental or other factors facing or likely to face your company over the next decade?
4. What one or two legacies would you like to leave as a result of your leadership?

1. In light of the above, what specific backgrounds or expertise would you like to see added to the board? Is there a priority or timing issue associated with any particular background?
2. Have any specific individuals been identified by you or other board members as perspective directors? If so, how do you feel about these suggestions?
3. Are there any biases or "hidden agendas" we should be aware of?
4. What do you suggest in terms of an overall timetable for this project?

1. Are there any compensation or director prerequisites beyond those outlined in the proxy statement?
2. Have you typically discussed, in advance of someone joining the board, under what circumstances they may be asked to resign as a director?