Ibm Board Corporate Governance Guidelines
IBM BOARD CORPORATE GOVERNANCE GUIDELINES
1. Board Size 10-14 directors on the Board is optimal. This approach is flexible depending on the circumstances and the qualifications of proposed candidates.
2. Number, Structure and Function of Committees The number, structure, and function of Board Committees are reviewed periodically by the Directors and Corporate Governance Committee. The Audit Committee, Executive Compensation and Management Resources Committee, and the Directors and Corporate Governance Committee shall each have a written charter.
3. Board Meetings The frequency and length of Board meetings are determined by the Chairman and Committee Chairs with input from the directors. Meeting schedules are approved by the full Board.
4. Agenda Items Agenda items are determined by the Chairman and Committee Chairs with input from the directors.
5. Briefing Information Briefing materials and other relevant information are distributed in advance of meetings.
6. Presentations by Management Members of management report at each meeting on business and other topics of interest to the Board.
7. Executive Sessions The non-management directors shall meet at regularly scheduled executive sessions without management. The Chair of the Board Committee responsible for the principal subject being discussed shall preside at the session.
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IBM BOARD CORPORATE GOVERNANCE GUIDELINES
8. Reports by the Committees to the Board The Committees regularly report to the Board on their proceedings and deliberations. The Committees also bring to the Board for consideration those matters and decisions which the Committees judge to be of special significance.
9. Director Qualifications, Responsibilities, Orientation and Continuing Education Director qualifications are reviewed by the Directors and Corporate Governance Committee and subsequently by the Board in connection with the nomination of candidates for election at the annual meeting.
1. Board Size 10-14 directors on the Board is optimal. This approach is flexible depending on the circumstances and the qualifications of proposed candidates.
2. Number, Structure and Function of Committees The number, structure, and function of Board Committees are reviewed periodically by the Directors and Corporate Governance Committee. The Audit Committee, Executive Compensation and Management Resources Committee, and the Directors and Corporate Governance Committee shall each have a written charter.
3. Board Meetings The frequency and length of Board meetings are determined by the Chairman and Committee Chairs with input from the directors. Meeting schedules are approved by the full Board.
4. Agenda Items Agenda items are determined by the Chairman and Committee Chairs with input from the directors.
5. Briefing Information Briefing materials and other relevant information are distributed in advance of meetings.
6. Presentations by Management Members of management report at each meeting on business and other topics of interest to the Board.
7. Executive Sessions The non-management directors shall meet at regularly scheduled executive sessions without management. The Chair of the Board Committee responsible for the principal subject being discussed shall preside at the session.
1
IBM BOARD CORPORATE GOVERNANCE GUIDELINES
8. Reports by the Committees to the Board The Committees regularly report to the Board on their proceedings and deliberations. The Committees also bring to the Board for consideration those matters and decisions which the Committees judge to be of special significance.
9. Director Qualifications, Responsibilities, Orientation and Continuing Education Director qualifications are reviewed by the Directors and Corporate Governance Committee and subsequently by the Board in connection with the nomination of candidates for election at the annual meeting.