Principles of Good Governance ; Business Week, US

1. No more than 2 directors are current or former company executives
2. No directors do business with the company or accept consulting or legal fees from the firm
3. Audit, compensation and nominating committees are made up solely by outside directors
4. Each directors owns a large equity stake
5. At least one outside director has extensive experience in the company core business
6. Fully employed directors sit on no more 4 boards and retires sit on no more that 7.
7. Attends at least 75% of all meetings
8. The board meets regularly without management present and evaluates its own performance annually.
9. The audit committee meets at least 4 times a year.
10. The board is frugal on executive pay, diligent in CEO succession oversight responsibilities and prompt to act when trouble arises.
11. The CEO is not also the chairperson of the board.
12. Shareholders have considerable power and information to choose and replace directors.
13. Stock options are considered a corporate expense.
14. No interlocking directorships.