This Checklist discusses key issues that a company and its board of directors should consider in formulating the board of directors' evaluation process. The boards of directors of NYSE-listed companies are required to conduct a performance evaluation at least annually. Although Nasdaq does not have a similar requirement, many Nasdaq-listed companies have adopted a board evaluation process as a matter of good corporate governance practice. This Checklist is not a comprehensive list of issues arising from the board evaluation process, but is instead a guide to assist lawyers in focusing on important issues.