Rating Criteria

 

Note that some of the ratings factors are also looked at in combination under the premise that corporate governance is enhanced when selected combinations of these criteria are adopted.


Board State of Incorporation
1 Board Composition 34-40 Takeover Provisions Applicable Under State Law - Has Company Opted Out?
2 Nominating Committee Executive and Director Compensation
3 Compensation Committee 41 Cost of Option Plans
4 Governance Committee 42-43 Option Re-pricing
5 Board Structure 44 Shareholder Approval of Option Plans
6 Board Size 45 Compensation Committee Interlock
7 Changes In Board Size 46 Director Compensation
8 Cumulative Voting 47 Pension Plans For Non-Employee Directors
9 Boards Served On - CEO 48 Option Expensing
10 Boards Served On - Other Than CEO 49 Option Burn Rate
11 Former CEOs 50 Corporate Loans
12 Chairman/CEOs Separation Qualitative Factors
13 Board Guidelines 51 Retirement Age for Directors
14 Response To Shareholder Proposals 52 Board Performance Review
15 Board Attendance 53 Meetings of Outside Directors
16 Board Vacancies 54 CEO Succession Plan
17 Related Party Transactions 55 Outside Advisors Available To Board
Audit 56 Directors Resign Upon Job Change
18 Audit Committee Ownership
19 Audit Fees 57 Director Ownership
20 Auditor Rotation 58 Executive Stock Ownership Guidelines
21 Auditor Ratification 59 Director Stock Ownership Guidelines
Charter/Bylaws 60 Officer And Director Stock Ownership
22-27 Features of Poison Pills Director Education
28-29 Vote Requirements 61 Director Education
30 Written Consent  
31 Special Meetings  
32 Board Amendments  
33 Capital Structure  
   
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