Core policies
	0 1 2 3 4 5
	Confidential ballots counted by independent tabulators should elect all directors annually.

	Compensation
	0 1 2 3 4 5
	Pay for directors and managers should be indexed to peer or market groups, absent unusual and specified reasons for not doing so.

	Board meetings and operations
	0 1 2 3 4 5
	Directors should be provided meaningful information in a timely manner prior to board meetings. Directors should be allowed reasonable access to management to discuss board issues.

	Board size and service
	0 1 2 3 4 5
	A board should neither be too small to maintain the needed expertise and independence, nor too large to be efficiently functional. Absent compelling, unusual circumstances, a board should have no fewer than 5 and no more than 15 members.

	Board shareholder accountability
	0 1 2 3 4 5
	Shareholders’ right to vote is inviolate and should not be abridged.

	Director and management compensation
	0 1 2 3 4 5
	Annual approval of at least a majority of a corporation’s independent directors should be required for the CEO’s compensation, including any bonus, severance, equitybased, and/or extraordinary payment.