1. How many of your board members are members of the same family?
Less than 2 score 10 points
More than 2 score 0 points
unless your last name is Desmarais (some families are more effective than others).
For each outstanding family lawsuit deduct 2 points
Feuds cost. Ask the Irwins of Irwin Toy Ltd.
If you have co-CEOs and they're married to one another deduct 10 points
à la Cinar Corp.'s Ronald Weinberg and Micheline Charest.
2. Is your chairman also your CEO?
If you answer no score 10 points
The Toronto Stock Exchange recommends separating the jobs, even though 43% of its listed companies haven't done it. Be like Canadian Tire Corp. Ltd., not Imperial Oil Ltd.
3. How many of the following types of directors are on your board?
Each independent outsider score 10 points
Each company executive deduct 2 points
CEO's lawyer, therapist or any other independent who provides services to management deduct 2 points
Anyone who raises money for dot-com start-ups deduct 5 points
4. Does your share price chart look like:
Bombardier Inc.? score 10 points
Laidlaw Inc.? deduct 10 points
5. The CIBC-O&Y Test: Take the number of outside directors and subtract the number who are major customers.
If you're a bank and the total is greater than 0 score an extra 5 points
6. Trophy directors: Are any of the following former politicians on your board? Brian Mulroney score 10 points
Would have scored 20, but he sits on the board of Archer Daniels Midland Co., picked by Fortune magazine as one of America's Worst Boards for two years in a row.
Frank McKenna score 10 points
Hot. Joined 11 boards since 1997.
Donald Macdonald/Peter Lougheed/Don Mazankowski score 5 points
Solid, reliable, zzzzzzz.
Any other former federal minister or provincial premier score 2 points
Bill Davis deduct 5 points
Fun guy, but has bad luck. Chaired Bramalea Ltd. at its demise. Now
a director of troubled Corel Corp. and Dylex Ltd. Oh nooooo, Mr. Bill! David Peterson deduct 5 points
Resigned from troubled YBM Magnex International Inc. in 1998. Still sits on 13 boards. 7. Responsiveness to small shareholders: Score 10 points for any major resolution from the floor that passed at your last annual meeting. 5 points if the resolution was proposed by bank gadfly Yves Michaud.
8. Calculate profit-per-director: Divide profit in millions by number of directors. Subtract number of employees downsized in past year.
9. Annual meeting entertainment value: Add up number of Danishes served. Divide by 100. In the case of Hollinger Inc., subtract 1 point each time the chairman uses the words "obdurate," "nadir" or "po-facedly."
10. Stock options: Take the value (in millions) of share options exercised by directors and subtract the value of those cashed. Barrett-Cowpland Marital Mercy Factor: Add value (in millions) of directors' divorce settlements and attire purchased by spouses.