Vell and Associates Board Survey

Governing Board

1.1.  Composition of Board
 
 # of each type currently # of each type open
Company Officer
Outside corporate attorney/counsel
VC representative
Other significant investor
Customer
Vendor
Consultant
Independent
 
1.2.  # of Board Meetings Per Year
 
# Face-to-Face:
# By Telephone:
 
1.3.  Do you also have an Advisory Board?
 
Number of Members
 
1.4.  Do you have the following committees?
 
 -  # members  # open
YesNo
Audit
Compensation
Stock option
Nominating
Executive
Corporate Governance
Finance
Succession Planning
Investment
Corporate responsibility
Risk Management
Other
 
1.5.  Do you divide the CEO and Chair Roles?
 
 
1.6.  What is the term for your board members?
 
 
1.7.  Are elections staggered?
 
 
1.8.  Director Evaluations
 
 
1.9.  Are board members required to hold stock?
 
 
1.10.  How long are board members required to hold stock after it vests?
 
Number of Years
 
 
1.11.  Holding requirement:
 
Multiple of cash retainer: Yes No
Multiple of cash retainer {X times}:
Predefined minimum $ amount: Yes No
$ Amount:
Predefined minimum # of shares: Yes No
# shares:
 

Background of Board Members

This survey aims to identify which aspects of corporate governance (e.g., committees, functions, and competencies) are currently followed. Even though the company may not employ all aspects, please complete the survey questions that ask for your view of the importance of each aspect.

2.1.  Background of Board Members:
 
 Country/State of Residence? Principal Industry Background Job Function Board Chair Committee Chair # of Years on Board Highest Value of Prior Liquidation Experience International Experience
1
2
3
5
6
7
8
9
10
11
12
13
14
 

Board Compensation

3.1.  Board Member Compensation on Joining Board
 
 % of total shares outstanding (Fully diluted) Fair Market Value Vesting Period (Years) Vesting Period (Schedule)
Restricted Stock Units:
Common Share Grants
Stock Options
Deferred Stock
 
3.2.  Board Member Annual Retainer
 
 % of total shares outstanding (Fully diluted) Fair Market Value Vesting Period (Years) Vesting Period (Schedule)
Restricted Stock Units:
Common Share Grants
Stock Options
Deferred Stock
 
3.3.  Board Member Per Board Meeting Fee ($0 if none)
 
in $ USD
 
 
3.4.  Board Member Annual Retainer Cash amount ($0 if none)
 
in $USD
 
 
3.5.  Board Member Per Committee Meeting Fee ($USD or $0 if none or No committee)
 
 US$
Audit
Compensation
Stock option
Nominating
Executive
Corporate Governance
Finance
Succession Planning
Investment
Corporate responsibility
Risk Management
 
3.6.  Board Chair/Lead Director? - Compensation on Joining Board
 
INSTRUCTIONS: if the CEO is also the Chairman, then we would be interested in the LEAD Director information. If there is a separate Chairman, then we are interested in the Chairman information.
 
 % of total shares outstanding (Fully diluted) Fair Market Value Vesting Period (Years) Vesting Period (Schedule)
Restricted Stock Units:
Common Share Grants
Stock Options
Deferred Stock
 
3.7.  Board Chair/ Lead Director Annual Retainer ANNUAL
 
INSTRUCTIONS: if the CEO is also the Chairman, then we would be interested in the LEAD Director information. If there is a separate Chairman, then we are interested in the Chairman information.

In US$
 
 % of total shares outstanding (Fully diluted) Fair Market Value Vesting Period (Years) Vesting Period (Schedule)
Restricted Stock Units:
Common Share Grants
Stock Options
Deferred Stock
 
3.8.  Board Chair/Lead Director Annual Retainer - Cash ($0 if none)
 
INSTRUCTIONS: if the CEO is also the Chairman, then we would be interested in the LEAD Director information. If there is a separate Chairman, then we are interested in the Chairman information. In US$
 
 
3.9.  Board Chair/Lead Director Fee per Board Meeting - Cash ($0 if none)
 
$USD INSTRUCTIONS: if the CEO is also the Chairman, then we would be interested in the LEAD Director information. If there is a separate Chairman, then we are interested in the Chairman information.)
 
 
3.10.  Board Chair INCREMENTAL Fee per Committee Meeting - Cash ($0 if none)
 
INSTRUCTIONS: if the CEO is also the Chairman, then we would be interested in the LEAD Director information. If there is a separate Chairman, then we are interested in the Chairman information.
 
 
3.11.  COMPENSATION PHILOSOPHY - can you comment on your board compensation philosophy? For example, do you benchmark to the 50th or 75th percentile of a comparator group? How do you select the comparator group?
 
 
3.12.  Any other comments on governance philosophy and plans to update your board composition/compensation/evaluation?
 
 
3.13.  Any other questions you would like answered in future surveys
 
 
3.14.  Would you be interested in V&A organizing a confidential FORUM/Discussion group in your area regarding governance and what form would it take?
 
 

Demographics

4.1.  Company Type
 
 
4.2.  If Private, Amount of Capital Raise to Date:
 
 
4.3.  If Public, # of Years Since Going Public:
 
 
4.4.  # of Years Incorporated
 
 
4.5.  What's your Principal Industry
 

Other
 
4.6.  Company Size (Revenue)
 
 
4.7.  Company Size (# Employees)
 
 
4.8.  Headquarters of Company
 
Country:
State/Province:
 
4.9.  Contact Information for Report Results
 
Your Name:
Title:
Organization:
Phone:
Email:
 
You will receive a report of the final results of this survey soon.
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