General Dynamics has shared their Corporate Governance Guidelines and they make interesting reading.
I am not going to comment on whether I think this is a great document or not, except to say that it has some provisions I really like and others I question. Rather, let me point out a few areas that I think merit some thought and, perhaps, comment from you:
The general statement of board responsibilities does not include any discussion of risk oversight or even whether performance is optimized; perhaps these are both thought to be "understood."
That section discusses the selection but not the termination of the CEO.
Directors are not expected to speak for the company without the approval of senior management.
Under Qualifications, there is no mention of how the director will add value. Perhaps this will be beefed up as a result of the Dodd-Franks legislation.
Directors may serve on as many as four other boards. Audit committee members may serve on to other audit committees.
Directors over the age of 72 are subject to re-election restrictions.
The CEO may act also be the chair of the board.
Although the board and its committees perform self-assessments, there is no requirement for the assessment of individual directors.
There is no separate risk committee (nor IT, for the IT enthusiasts).
Whistleblower activity is not directly shared with the audit committee — it goes to the ethics officer.
There is no statement supporting board diversity.
Comments are welcome.
