2011 Board Practices Report, and Its Results Regarding Training

This report by Deloitte and the Society of Corporate Secretaries and Governance Professionals suggests that the vast majority of U.S boards conduct training and orientation sessions for their directors, or reimburse them for outside programs. See pages 53 and 54.

The 2011 Board Practices Report (the “Report”) is the 7th edition put forth by the Society of Corporate Secretaries and Governance Professionals, Inc. (“the Society”). The first issue was published in 1995, and subsequent editions were made available in 1999, 2000, 2002, 2005, and 2008. The three most recent survey questionnaires and accompanying reports, including those from 2011, were developed in collaboration with Deloitte LLP’s Center for Corporate Governance.
Each report is based on the results of a survey distributed to the Society’s membership, which includes more than 3,000 members representing companies of various sizes, industries, and organization structures. The reports are intended to present timely information on board roles and responsibilities and other topics of corporate governance.
To provide trend data, the 2011 questionnaire contained many questions that were asked previously. Where appropriate, questions were removed if they were no longer relevant, and questions were added to account for developments affecting board and governance practices. Industry data was not considered in 2008; therefore, the trend data applies only to market capitalization results.

Table of Contents

4 Introduction
6 Participant demographics
7 Summary of results and key findings
20 Public company survey results
20 Board selection, recruitment and composition
26 Independent chairman
30 Board meetings and materials
38 Committee structures and roles
45 Audit committee
53 Board orientation and training
58 Board evaluations
61 Strategy
64 Risk oversight, disclosure committee, and political contributions**
69 CEO succession planning
71 CEO performance evaluation
73 Shareholder engagement and shareholder activism
76 Voting and proxy issues
78 Earnings guidance
81 Directors and officers liability insurance
83 Board’s use of technology
87 Sustainability
89 Culture/ setting tone at the top
92 Private sessions (Board access to management)**
93 Non-public company survey results
107 Director qualifications survey results
108 Leadership qualifications
109 Technical skills
110 Professional experience
111 Ethnicity, gender, and age
114 Appendix A — Comparison table of prior year survey results
116 Appendix B — 2011 Board practices survey questionnaire

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The Board Director Training Institute (BDTI) is a "public interest" nonprofit in Japan dedicated to training about directorship, corporate governance, and related management techniques. It is certified by the Japanese government to conduct these activities as a regulated nonprofit. Read a summary about BDTI here, and see a menu of its services for both corporations and investors here.

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