Annual self-evaluation of board and committees

Background

The Corporate Governance Guidelines provide that “the Corporate Governance Committee conducts an annual assessment of the Board's effectiveness as a whole.”

Process

Under the process determined by the Corporate Governance Committee, the Board annually evaluates its own collective performance. Each director is asked to consider the performance of the Board on such things as:

• the establishment of appropriate corporate governance practices;
• providing appropriate oversight for key affairs of the corporation (including its strategic plans, long-range goals, financial and operational performance and customer satisfaction initiatives);
• communicating the Board's expectations and concerns to the CEO;
• identifying threats and opportunities critical to the Company; and
• operating in a manner that ensures open communication, candid and constructive dialogue, as well as critical questioning.

The results of this process are used by the committee to review the adequacy of the Corporate Governance Guidelines and to help foster continuous improvement of the Board's activities.