Statement of Policy on Criteria for the Selection of Directors
National Senior Campuses and its Supported Organizations have adopted this policy to memorialize their views as to the appropriate criteria for selecting qualified, independent directors to serve on their Boards.
It is expected that all candidates under consideration for directorship will possess the following characteristics:
- The candidate shall have unquestioned personal integrity
- Each board member must be able to act independently. Each candidate shall disclose any relationship with respect to the management company and/or any provider of goods or services to the corporation that could create an appearance of lack of independence. Relationships include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others). The Board, or a committee thereof, with support from the Chair of the Governance and Internal Affairs Committee and counsel if needed, will determine whether a potential conflict can be addressed in accordance with the Corporation’s Conflict of Interest Policy so as not to compromise the candidate’s independence and to avoid an appearance on the part of the Board of a lack of independence.
- The candidate needs to be able to fully comply with the requirements of the Guidelines for Participation for National Senior Campuses, Inc. Directors or the Guidelines for Participation for Community Board Directors as applicable. The effect of this requirement may cause a director to limit the number of other governing boards on which he/she may participate and/or modify other commitments that would interfere with regular attendance at meetings of NSC or its Supported Community Boards.
- The candidate needs to have demonstrated sound business judgment and/or broad experience in significant positions where the candidate has dealt with management, complex organizations, technical, financial or regulatory issues.
- The candidate should have experience on corporate or other non–profit institutional boards having oversight responsibilities. This helps assure that they have exposure to current governance issues and business practices.
- The candidate needs the capacity to commit significant time and attention to detail that is required to fulfill the mission and be an effective independent director in view of National Senior Campuses, Inc.’s and its Supported Communities’ complex operational, financial, marketing and regulatory operating environment.
- The candidate should have diversity of interests as evidenced by participation in community, charitable or other similar activities.
- The candidate should have a positive attitude and a willingness to participate as a member of the governance “team”.
In addition, the Boards of NSC, Inc. and its Supported Communities acknowledge and support a policy that provides for the recruitment of at least three (3) locally-based directors to serve on each Supported Organization’s Board, one of whom must be a resident. This policy requirement is consistent with the spirit and intent of recent corporate restructuring initiatives, recruitment activities and good governance practices.