February 07, 2019
Partner Cornell Wright has told the Director Journal’s column Directors’ Dilemma that a chair’s leadership should be reviewed by the board as a part of the peer reviewed evaluation process.
The column poses the question to readers, “What are the pros and cons of board evaluations?” and discuss various sides to the discussion.
Cornell told the publication that reviewing the chair’s performance should be part of any evaluation process.
“The effectiveness of the board depends to a significant extent on the chair,” Cornell said.
“One of the chair’s key roles is making sure that the board and its committees are getting the most out of individual directors. To that end, the board chair should be actively monitoring and addressing any underperformance issues on the board during the year as those issues arise and not leaving them unaddressed until an end-of-year review process.”
Cornell also says, on a precautionary note, that there is potential the results of a director evaluation process could be used in litigation.
“If the board’s integrity, diligence or effectiveness were an issue in litigation, information from the evaluation process could potentially be used against the company and the board. For that reason, some companies opt for a more informal process, which produces less easily discoverable information,” Cornell said.
You can read the whole piece, which was published in the ICD magazine Director Journal.