We've been reading GE's Corporate Governance Principles, which have some excellent provisions. The Principlescan be downloaded below. Here are some excerpts:
As described more fully in the key practices of the nominating and corporate governance committee, the board and each of the committees will perform an annual self-evaluation. Each October, each director will provide to an independent governance expert his or her assessment of the effectiveness of the board and its committees, as well as director performance and board dynamics. The individual assessments will be organized and summarized by this independent governance expert for discussion with the board and the committees in November.
13. Reporting of Concerns to Non-Management Directors or the Audit Committee
The audit committee and the non-management directors have established the following procedures to enable anyone who has a concern about GE’s conduct, or any employee who has a concern about the Company’s accounting, internal accounting controls or auditing matters, to communicate that concern directly to the presiding director or to the audit committee. Such communications may be confidential or anonymous, and may be e-mailed, submitted in writing or reported by phone to special addresses and a toll-free phone number that are published on the Company’s website. Comments, complaints and concerns are initially processed by the GE Corporate Ombudsperson’s Office, which
acknowledges receipt to the person submitting the communication. The Corporate Ombudsperson’s Office supplies any such communication that relates to accounting, internal accounting controls or auditing matters (or a summary) directly to the audit committee chair. Depending on the nature of the issues or concerns raised, the Corporate Ombudsperson’s Office also regularly provides copies or summaries of other comments, complaints and concerns directly to directors.
15. Succession Plan
The board shall approve and maintain a succession plan for the CEO and senior executives, based upon recommendations from the management development and compensation committee. The board views CEO selection and management succession as one of its most important responsibilities. In coordination with the management development and compensation committee, the board: (1) develops criteria for the CEO position that reflects GE’s business strategy; (2) routinely reviews and discusses succession planning; and (3) identifies potential internal successors for the CEO. The board also maintains an emergency succession plan that is reviewed periodically.
7. Access to Senior Management
Non-management directors are encouraged to contact senior managers of the Company without senior corporate management present. To facilitate such contact, non-management directors are expected to make two regularly scheduled visits to GE businesses a year without corporate management being present.
19. Director Education
New directors participate in an orientation program provided by the general counsel and the chief financial officer. Each new director shall, within three months of election to the board, spend a day at corporate headquarters for personal briefing by senior management on the Company’s strategic plans, its financial statements, and its key policies and practices. In addition, directors shall be provided with continuing education on subjects that would assist them in discharging their duties, including regular programs on GE’s financial planning and analysis, compliance and corporate governance developments; business-specific learning opportunities through site visits and board meetings; and briefing sessions on topics that present special risks and opportunities to the Company. The Company will also provide the directors with access to outside educational programs pertaining to the directors’ responsibilities, such as “directors’ colleges.”