The Board Resolution For Performance Evaluation is a crucial governance document typically implemented when a corporation seeks to establish or formalize its board evaluation processes. It becomes particularly relevant during corporate governance updates, following regulatory changes, or when enhancing board effectiveness measures. This resolution, governed by Canadian corporate law, details the complete evaluation framework, including assessment criteria, methodologies, and reporting requirements. It's especially important for public companies subject to securities regulations and governance guidelines, though private companies often adopt similar frameworks as best practice. The document typically emerges from governance committee recommendations and requires careful consideration of federal and provincial requirements, particularly the Canada Business Corporations Act and provincial securities regulations.
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1. Header and Date: Formal identification of the corporation and date of the resolution
2. Recitals: Background information establishing the board's authority and reasons for implementing the performance evaluation process
3. Resolution Declaration: Formal statement that the board has resolved to implement the evaluation process
4. Purpose and Scope: Clear statement of the evaluation's objectives and who will be subject to evaluation
5. Evaluation Frequency: Specification of how often evaluations will be conducted
6. Evaluation Criteria: Key performance areas and metrics to be assessed
7. Evaluation Process: Step-by-step procedure for conducting the evaluation
8. Responsibilities: Definition of roles for board members, committees, and other participants in the evaluation process
9. Confidentiality: Requirements for handling evaluation information and results
10. Documentation: Procedures for recording and maintaining evaluation records
11. Implementation: Effective date and implementation timeline
12. Authorization: Signatures of authorized board members and corporate seal requirements
1. External Consultants: Provisions for engaging external evaluation consultants or advisors
2. Special Circumstances: Procedures for conducting out-of-cycle evaluations or addressing specific performance concerns
3. Appeals Process: Procedures for challenging or requesting review of evaluation results
4. Remote Evaluation Provisions: Procedures for conducting evaluations in virtual or remote settings
5. Compensation Linkage: How evaluation results will be linked to compensation decisions
6. Stakeholder Feedback: Provisions for incorporating feedback from stakeholders in the evaluation process
1. Schedule A - Evaluation Forms: Standard forms and templates to be used in the evaluation process
2. Schedule B - Performance Metrics: Detailed description of performance indicators and measurement criteria
3. Schedule C - Timeline Template: Annual calendar and deadlines for evaluation activities
4. Appendix 1 - Competency Framework: Detailed framework of competencies and behaviors to be evaluated
5. Appendix 2 - Best Practices Guide: Guidelines for conducting effective evaluations
6. Appendix 3 - Confidentiality Agreement: Template for confidentiality agreements to be signed by evaluators
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Healthcare
Energy
Retail
Mining
Telecommunications
Real Estate
Professional Services
Transportation
Consumer Goods
Education
Non-Profit Organizations
Public Sector
Relevant Teams
Legal
Corporate Governance
Compliance
Board Administration
Executive Office
Corporate Secretary Office
Human Resources
Internal Audit
Risk Management
Relevant Roles
Board Chairman
Corporate Secretary
Chief Executive Officer
Board Director
Independent Director
Committee Chair
Governance Officer
Compliance Officer
Legal Counsel
Chief Legal Officer
Corporate Governance Manager
Board Administrator
Executive Assistant to the Board
Performance Evaluation Specialist
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