1. 2008 Copyright, Mark W. Sickles. All Rights Reserved. 1 The Strategic Governance Self-Assessment Survey Prepared by Mark W. Sickles Strategic Governance Fellow Governance & Accountability Institute

2. 2008 Copyright, Mark W. Sickles. All Rights Reserved. 2 Company Profile - Characteristics Organizational Type – Public Sector – Private – Non-Profit (Social Sector) Industry Sector Revenue Volume Employee Size E-S-G / Sustainability Recognition

3. 2008 Copyright, Mark W. Sickles. All Rights Reserved. 3 The Strategic Governance Self-Assessment Survey The following statements describe the strategic governance principles that enable the Universal Purpose of Corporate Governance. Please indicate the extent to which these statements reflect your firm’s current approach to governance, strategy, risk management, culture and corporate social responsibility. Your Strategic Governance Index score automatically calculates for you on completion of the survey. To learn more about the Universal Purpose of Corporate Governance, contact G&A Institute Fellow, Mark W. Sickles, at 732-612-3783, or email: mark@nacdnj.org.

4. 2008 Copyright, Mark W. Sickles. All Rights Reserved. 4 Input Scoring – Assign 1 to 5 Points Per Answer: 1- Strongly Reflects Our Firm’s Approach, 2 – Solidly Reflects, 3 – Somewhat Reflects, 4 – Barely Reflects, 5 – Does Not All Reflect the Fundamentals of Strategic Governance 1. The purpose of governance is to align the interests and efforts of stakeholders, establish the firm’s strategic direction, assure effective performance of the business, and enable a sustainable eco-system. 2. The purpose of strategy is to create an integrated and coordinated set of commitments and actions designed to develop strategic assets and then leverage those assets to create sustainable competitive advantages and long-term shareholder and stakeholder value. 3. Fundamentally, risk is an investor’s uncertainty about the gains or losses that will result from a particular investment.

5. 2008 Copyright, Mark W. Sickles. All Rights Reserved. 5 Input Scoring – Assign 1 to 5 Points Per Answer: 1- Strongly Reflects, 2 – Solidly Reflects, 3 – Somewhat Reflects, 4 – Barely Reflects, 5 – Does Not Reflect the Fundamentals of Strategic Governance 4. Governance encompasses strategy; strategy encompasses risk. 5. The board of directors is a governance mechanism available to risk-bearing owners to direct and control the strategic actions of decision-making managers. 6. All management responsibility is delegated to management by the board on behalf of the shareholders. 7. Strategy and culture are fundamental board responsibilities.

6. 2008 Copyright, Mark W. Sickles. All Rights Reserved. 6 Input Scoring – Assign 1 to 5 Points Per Answer: 1- Strongly Reflects, 2 – Solidly Reflects, 3 – Somewhat Reflects, 4 – Barely Reflects, 5 – Does Not Reflect the Fundamentals of Strategic Governance 8. Strategy formulation is a bottom-up and top-down process; an iterative collaboration between the board and management to produce a mutually agreed- upon strategy. 9. The purpose of culture is adaptability; it must be derived from strategy and then leveraged to enable strategy. 10. Organizational design is part of strategy.

7. 2008 Copyright, Mark W. Sickles. All Rights Reserved. 7 Outcomes: 1- Strongly Reflects, 2 – Solidly Reflects, 3 – Somewhat Reflects, 4 – Barely Reflects, 5 – Does Not Reflect My Views of Strategic Governance Scoring Outcomes: If you assigned “1” – Award 10 points For “2” - Award 8 points For “3” – Award 6 points For “4” – Award 4 points For “5” – Award 2 points

8. 2008 Copyright, Mark W. Sickles. All Rights Reserved. 8 Total Scoring Categories For Score of 90 -100 Points: Model of Strategic Governance organization 80 – 89 Points: Sound Strategic Governance Organization 70 - 79: Directionally Correct Strategic Governance Organization 50 - 69: Immediate Attention Required Below 50 Points: Urgent Attention Required