Corporate Board Composition and Evaluation Under Heightened Investor Scrutiny: Legal Considerations

Best Practices Regarding Diversity, Quality, Director Tenure and More

Recording of a 90-minute CLE webinar with Q&A

Conducted on Tuesday, October 27, 2015

Recorded event now available

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Course Materials

This CLE course will provide guidance to Corporate Secretaries and Corporate Counsel for reviewing and, when necessary, adjusting their company’s practices regarding Board composition and structure, and for evaluating the effectiveness of the Board and its Committees. The panel will discuss how Corporate Secretaries and Corporate Counsel can help to prepare the company to withstand heightened scrutiny of Board size and diversity, director expertise, knowledge, compensation and tenure, governance structures, and more.


Corporate investors are closely scrutinizing Boards of Directors for effectiveness, diversity, reasonable director tenure and fair compensation, and companies and their Corporate Secretaries and Corporate Counsel must be prepared to withstand the heightened attention.

Given the expanding, complex role of directors and the increased liability exposure they face, corporate Boards should be comprised of members with a wide array of experiences and skills, independence, and knowledge of the company.

Corporate Secretaries and Corporate Counsel play a critical role in advising companies regarding Board effectiveness. A key component of this responsibility is evaluating the Board and its Committees annually to identify areas requiring improvement. Evaluations should focus on the composition of the Board, whether the members and leadership are equipped to address the current needs of the company, how often directors are renominated, the relationships between the directors, shareholders and mangers, and the Board’s governance structure.

Listen as our authoritative panel examines the current heightened scrutiny of Board composition and Board and Committee effectiveness. The panel will discuss best practices for building a high-performing Board, evaluating its effectiveness and related corporate governance and legal issues.



  1. Latest trends impacting Board composition and effectiveness
  2. Building a high-functioning Board—considerations and best practices
  3. Evaluating Board effectiveness—considerations and best practices
  4. Documenting the Board evaluation—considerations and best practices


The panel will review these and other key issues:

  • What factors should corporations and their Corporate Secretaries and Corporate Counsel take into account when determining the composition of their Boards of Directors?
  • What areas should corporations and their Corporate Secretaries and Corporate Counsel specifically examine when evaluating the effectiveness of the Board?
  • How should the results of the Board evaluation be documented?


Marcela, Paul
Paul Marcela

President & Managing Director
Governance Partners Group

Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides outsources Chief...  |  Read More

Mihanovic, Mark
Mark J. Mihanovic

McDermott Will & Emery

Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions...  |  Read More

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