The beginning of the new year, before the proxy season gets underway, is an appropriate time for corporate boards of directors to review their policies on board composition and director qualifications. Policy positions typically are set forth publicly in a company’s corporate governance guidelines, which are posted on the company’s Web site and may be included in the company’s proxy statement. Although these matters generally are not high-profile issues, they can become controversial in the right (or wrong) circumstances. It is wise for boards of directors to ensure, as they review the appropriateness of their policies, that they allow for the exercise of business judgment in their implementation.

COMPOSITION OF THE BOARD