Table of Contents Master

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1 Table of Contents A-1 Table of Contents Master 1. Annual Meetings Adjournment & Postponement Annual Meetings Admission & Registration Annual Meetings Dedicated Web Pages Annual Meetings Director Attendance Annual Meetings Locations & Venues Annual Meetings Minutes Annual Meetings Polls & Ballots Annual Meetings Post-Mortem Annual Meetings Press Annual Meetings Q&A Annual Meetings Rules of Conduct & Procedure Annual Meetings Scripts Annual Meetings Security Annual Meetings Surprises Annual Meetings Transcripts Annual Meetings Video Webcasting Annual Organizational Board Calendars Annual Review Videos Audit Committees Auditor Meeting Attendance Audit Committees Charters Audit Committees Complaint Procedures Audit Committees Disclosure Audit Committees Earnings Releases & 10-Qs....83

2 A-2 Table of Contents 24. Audit Committees Financial Experts Audit Committees Financial Literacy Audit Committees Limits On Other Audit Committee Service Audit Committees Oversight of Internal Audit Audit Committees Pre-Approval Policies Auditors Engagement Auditors Evaluations Auditors Independence Hiring Policies Auditors Mandatory Rotation Beneficial Ownership Table Board Access to Management Board Agendas Considerations Board Agendas Strategy Board Agendas Technology Issues to Raise Board Chairs Considerations Board Chairs Implementation Board Chairs Selection Process Board Committees Allocating Responsibilities Board Committees Annual Organizational Calendars Board Committees Charters Board Committees Creation & Appointments Board Committees Evaluations Board Committees Independence Requirements Board Committees Leadership...201

3 Table of Contents A Board Committees Meeting Scheduling Board Committees Member Selection Board Committees Special Committees Board Committees Special Committee Member Selection Board Committees Structure Board Composition Foreign Subsidiaries Board Evaluations Considerations Board Evaluations Design Considerations Board Evaluations Third-Party Facilitators Board Leadership Board Manuals Board Materials Board Meetings Attendance Board Meetings Consent Agendas Board Meetings Oral Presentation Guidelines Board Meetings Presentation Guidelines Board Meetings Presenters & Guests Board Meetings Scheduling Board Meetings Telephonic Attendance Board Meetings Unanimous Written Consents Board & Committee Meetings Motions Board Minutes Certifications Board Minutes Conversion to Digital Board Minutes Corrections...290

4 A-4 Table of Contents 72. Board Minutes Drafting Board Minutes Review & Approval Board Minutes Signatures Board Minutes Storage Board Policies Approval Board Policies Diversity Board Policies Mandatory Retirement Age Board Policies Overboarding Board Policies Political Spending Board Policies Resignation Upon Change in Status Board Policies Shareholder Engagement Board Policies Term Limits Board Policies Travel & Expense Considerations Board Policies Travel & Expense Drafting Board Portals Access Board Portals Implementation Board Resolutions Creation Board Resolutions Recordkeeping & Tracking Board Risk Oversight Considerations Board Risk Oversight Structure Types Board-Shareholder Communication Procedures & Disclosures Board Size Board Strategic Planning Meeting Preparation Board Strategic Planning Process...392

5 Table of Contents A Board Succession Planning Capital Projects Board Oversight Career Management Positioning for Bad Times CEO/Board Chair Illness or Incapacity CEO Evaluations Objectives & Targets CEO Evaluations Process CEO Expense Approvals CEO Succession Emergency CEO Succession Expected Succession Charitable Giving Policies Clawbacks Codes of Ethics & Conduct Considerations Codes of Ethics & Conduct Waivers Comments to SEC Compensation Committees Advisors Compensation Committees Benchmarking Executive Pay Compensation Committees Charters Compensation Committees Protection from Proxy Litigation Confidential Treatment Requests Conflict Minerals Step One Contract Review & Approval Policies Controlled Companies Conflicts & Other In-House Counsel Traps Controlled Companies Disclosures Corporate Aircraft Purchase, Ownership & Operation

6 A-6 Table of Contents 120. Corporate Governance Guidelines Corporate Secretary Characteristics Corporate Secretary s Office Staffing Crisis Planning Cybersecurity Incident Response Planning D&O Insurance - Board s Role D&O Insurance Layering D&O Insurance Negotiation Deal Confidentiality Pledges & Reminders Delegations to Management Signature Authority Policies Director Candidates Vetting Director Conflicts of Interest Director Conflicts Role of GC & Corporate Secretary Director Departures Procedures Director Education Director Emeritus Considerations Director Emeritus Documentation & Disclosure Director Gifts & Perks Director Independence Determinations Director Independence Standards Director Orientation Considerations Director Orientation Onboarding Director Recruiter Use Director Recruiting Firms Selection & Process...604

7 Table of Contents A Director Removal Considerations Director Removal Process Disclosure Committees Disclosure Usability Dividend Declarations Earnings Calls & Investor Events Live-Tweeting Earnings Guidance Edgar Codes Employee Access to the Board/Directors Entity Management Systems E-Proxy/Notice & Access Executive Committees Charters Executive Committees Structure & Processes Executive Compensation Disclosure Accounting, Tax & Risk Assessment Executive Compensation Disclosure Don t Have a Good Story Executive Compensation Disclosure Executive Summary Executive Compensation Disclosure Graphics Executive Compensation Disclosure Highlighting Your Best Practices Executive Compensation Disclosure Pay-for-Performance Executive Compensation Disclosure Pay Risk Assessments Executive Compensation Disclosure Peer Groups Executive Compensation Disclosure Perks Executive Compensation Disclosure Pledging & Hedging Executive Compensation Disclosure Realizable Pay...746

8 A-8 Table of Contents 168. Executive Officer Determinations Executive Sessions Form 8-K Directors Form 8-K Say-on-Frequency Votes Form 10-K Cybersecurity Disclosure Form 10-K Exhibits Material Contracts Diagram Governance Consultants Hiring Factors Individual Director Evaluations Insider Trading Policies Designating Insiders Insider Trading Policies Training Inspectors of Election Internal Audit Reporting Audit Findings Late SEC Filings Lead Directors Charters Lead Directors Implementation New Directors Managing Arrivals New Officers Managing Arrivals Nominating/Governance Committees Charters Nominating Committees Minimum Director Qualifications Nominating Committees Shareholder Director Recommendation Policies Nominating Committees Shareholder Director Recommendation Procedures NYSE Annual Written Affirmation & CEO Certification NYSE Interim Written Affirmations NYSE Reporting Obligations...847

9 Table of Contents A Officer Candidates Vetting Officer Departures Procedures Political Spending Board Oversight Political Spending Disclosure Principal Accounting Officer Determinations Proxy Advisors Overview Proxy Disclosure Board Leadership Proxy Disclosure Director Qualifications Proxy Disclosure - Former & Departing Directors Proxy Disclosure Independence & Related Party Transactions Proxy Disclosure Lawsuits Proxy Disclosure Working With Design Firms Proxy Solicitation Basics Proxy Solicitors Hiring & Managing QLCCs Considerations QLCCs Documentation Regulation FD Dealing with the Press Risk Assessments Risk Management Cybersecurity Schedule 13D/G Preparation Who Does It SEC 34 Act Reports Benchmarking Law Firm Bills SEC Comments How to Respond SEC Reporting Calendar Shareholder Engagement Committees Shareholder Engagement Considerations...942

10 A-10 Table of Contents 217. Shareholder Engagement M&A Announcements Shareholder Engagement Solicitation Strategies Shareholder Proposals (i)(1) Improper Under State Law Shareholder Proposals (i)(2) Violation of Law Shareholder Proposals (i)(4) Personal Grievances Shareholder Proposals (i)(5) Relevance Shareholder Proposals Intake Process Shareholder Proposals Political Spending Smaller Companies Advisory Boards Social Media Business Case Stock Ownership Guidelines Stock Retention & Holding Requirements Stockholder List Requests Subsidiaries Piercing the Corporate Veil Subsidiary Governance Sustainability Initiatives Swaps Board Approval & Review Transfer Agents Selection Voting Results Legal Framework Voting Results Tabulation Website Disclosure Archiving Website Disclosure Compliance Year-End Governance Actions