Corporate Governance Check List

I've wrote up a list of 12 criteria, later expanded to 22, on which I will be basing most of my questions at the AGMs which I attend. I created them out of a number of sources inlcuding what I've learned at uni (accounting and corporate law subjects), the Australian Shareholders Association website and Stephen Mayne from Crikey. So, in no particular order:
Board of directors

1. A majority of directors should be independent non-executive directors.
2. The chairman should be an independent non-executive director. They should definitely not be the CEO.
3. No director should sit on more than 5 boards of publicly listed companies. A chairmanship counts as 3 directorships.
4. Directors should have a very high or perfect attendance record.
5. The board should have at least 1 director with knowledge of the company's industry and at least 1 director with financial/accounting knowledge.
6. Executives of unrelated companies should not be directors.

Committees

1. The company should have, at minimum, an Audit Committee, a Remuneration Committee and a Nominations Committee.
2. All committes should be comprised of a majority of independent non-executive directors, the audit committee should be comprised entirely of independent non-executive directors.
   
3. The chairman of each committee should be an independent non-executive director.
4. Members of committees should have a very high or perfect attendance record.

Non-executive director remuneration

1. Non-executive directors should receive a flat fee. They should not be given performance bonus.
   
2. Non -executive directors should not be given ‘golden handcuffs’ (retirement benefits after serving on the board for a certain number of years).

Executive remuneration

1. Perfomance bonuses should pass performance hurdles that are set beforehand.
   
2. Any options must be issued at a premium to the market (i.e. no in the money options).
3. The company must perform better than the market/industry/sector.
4. Short term performance should be determined by EPS growth or ROE.
   
5. Long term performance should be determined by total shareholder return (TSR).
6. There should be a good balance of short term (12 months) and long term (3-5 years) performance bonuses.

External auditor

1. The external auditor must not provide any non-audit services to the company.
2. Former auditors should not be appointed directors while the company is still being audited by the ex-partner's former firm.
3. The audit partner/firm should be rotated every 5 years at most.

Political donations

1. No political donations should be made. It is up to individual shareholders to make that decision.