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Listing standards of national stock exchanges and best practices require a formal annual evaluation process for the board of directors, each major committee of the board, and each member of the board committees.

The compensation report should fully disclose the company’s compensation policies.

The corporate governance committee should be composed of both executive and nonexecutive directors.

The corporate governance committee should be in charge of establishing the agenda for the company’s board of directors to determine what the board should discuss with management

and to what extent.

The corporate governance committee should provide sufficient information to the board to enable it to effectively review the company’s performance. The information should consist of both financial and nonfinancial measures of its performance, its comparison with the industry’s best practices, and the company’s budget.

The nominating committee is responsible for the proper composition of the board, including director independence, skills, diversity, and commitment.

Conclusion

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