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ARTICLE · 07 MARCH 2024

Director Evaluations: Improvement And "Fit Limits"

Mayer Brown
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Imagine a board of directors that operates like a basketball team, in which each member plays to their strengths, complements each other, and strives for excellence and improvement.

United StatesCorporate/Commercial Law
Lawrence A. Cunningham
Lawrence A. Cunningham
Anna T. Pinedo
Anna T. Pinedo
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Imagine a board of directors that operates like a basketball team, in which each member plays to their strengths, complements each other, and strives for excellence and improvement. This is the vision that individual director evaluations can help achieve, if undertaken properly and respectfully.

Board self-evaluations are common for listed companies, to enhance governance, accountability and performance. However, many boards avoid evaluating individual directors, fearing conflict or resentment.

If done properly and respectfully, however, individual director evaluations can provide constructive feedback, cultivate improvement, and help directors determine how to enhance their contributions and when a thoughtful succession plan might be in order. Such a merit-based focus not only provides accountability that directors demand of executives, but it is also better than cruder tools like age or term limits (call this "fit limits").

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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