IWF Workstation Issues Covered

Governance

Governance research data comes from The Corporate Library, an independent investment research firm providing corporate governance data, analysis, and risk assessment tools.

Auditing Practices Percentage of audit fees Financial expert on audit committee Board Accountability Formal governance policy Business ethics policy Classified board elections Non-executive director meetings Director removal for cause only Shareholder power to fill vacancies Board Composition Tenured directors Directors over age 70 Female directors Directors that are active CEOs Directors on more than 4 boards Absentee directors Problem directors Board Independence Majority outside directors Independent audit committee Independent compensation committee Independent nominating committee Separation of CEO and Chair CEO Compensation Total annual CEO compensation CEO base salary CEO annual bonus Percentage of variable pay Company Ownership Dominant shareholder ownership Insider ownership Over 5% shareholders ownership Institutional ownership Multiple classes of common stock		Shareholder Rights Vote required to call special meeting Special meeting rule compared to state law Vote required to act by written consent Written consent rule compared to state law Vote required for merger or other transaction Vote required to amend charter Vote required to amend bylaws Cumulative voting Takeover Defenses Poison pill Business combination provision Fair price provision Control share acquisition provision Stakeholder constituency provision Advance notice requirement The Corporate Library Grades Overall board effectiveness grade Board composition evaluation CEO compensation evaluation Takeover defenses evaluation Accounting evaluation TCL best practices compliance score