Board Composition & Independence assesses whether a company’s board of directors is structured to provide effective, unbiased oversight of strategy, risk and management performance. It addresses:

• the mix of executive, non-executive and independent directors, including criteria for independence (no material relationships, cooling-off periods, tenure limits);
• board size, diversity of skills, experience, gender, ethnicity and geography relative to the company’s strategic needs and stakeholder expectations;
• leadership structure - separation or combination of chair and CEO roles, existence of a lead independent director, and authority of board committees (audit, remuneration, nomination, ESG/risk);
• director nomination, election, re-election and rotation processes, including succession planning and use of external search to broaden candidate pools;
• ongoing performance evaluation, training and time-commitment standards to ensure directors remain effective and independent;
• alignment with governance frameworks such as OECD/G20 Principles, GRI 2-9/2-12, regional corporate-governance codes and EU ESRS G1 requirements.