Table of Contents Master

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Transcription:

Table of Contents A-1 Table of Contents Master 1. Annual Meetings Adjournment & Postponement...1 2. Annual Meetings Admission & Registration....3 3. Annual Meetings Dedicated Web Pages...7 4. Annual Meetings Director Attendance...12 5. Annual Meetings Locations & Venues...16 6. Annual Meetings Minutes...18 7. Annual Meetings Polls & Ballots...20 8. Annual Meetings Post-Mortem...23 9. Annual Meetings Press...26 10. Annual Meetings Q&A...30 11. Annual Meetings Rules of Conduct & Procedure...34 12. Annual Meetings Scripts...37 13. Annual Meetings Security...41 14. Annual Meetings Surprises...46 15. Annual Meetings Transcripts....49 16. Annual Meetings Video Webcasting......................................... 50 17. Annual Organizational Board Calendars...52 18. Annual Review Videos...55 19. Audit Committees Auditor Meeting Attendance....60 20. Audit Committees Charters...64 21. Audit Committees Complaint Procedures...70 22. Audit Committees Disclosure...76 23. Audit Committees Earnings Releases & 10-Qs....83

A-2 Table of Contents 24. Audit Committees Financial Experts....87 25. Audit Committees Financial Literacy...96 26. Audit Committees Limits On Other Audit Committee Service....102 27. Audit Committees Oversight of Internal Audit...104 28. Audit Committees Pre-Approval Policies...112 29. Auditors Engagement...117 30. Auditors Evaluations...124 31. Auditors Independence Hiring Policies....129 32. Auditors Mandatory Rotation...134 33. Beneficial Ownership Table...138 34. Board Access to Management...144 35. Board Agendas Considerations...147 36. Board Agendas Strategy...151 37. Board Agendas Technology Issues to Raise...152 38. Board Chairs Considerations....158 39. Board Chairs Implementation...164 40. Board Chairs Selection Process....170 41. Board Committees Allocating Responsibilities....174 42. Board Committees Annual Organizational Calendars....178 43. Board Committees Charters....183 44. Board Committees Creation & Appointments....191 45. Board Committees Evaluations...194 46. Board Committees Independence Requirements....199 47. Board Committees Leadership...201

Table of Contents A-3 48. Board Committees Meeting Scheduling...205 49. Board Committees Member Selection....208 50. Board Committees Special Committees...212 51. Board Committees Special Committee Member Selection...217 52. Board Committees Structure...221 53. Board Composition Foreign Subsidiaries...224 54. Board Evaluations Considerations....226 55. Board Evaluations Design Considerations...233 56. Board Evaluations Third-Party Facilitators....235 57. Board Leadership...241 58. Board Manuals...248 59. Board Materials...251 60. Board Meetings Attendance...259 61. Board Meetings Consent Agendas....263 62. Board Meetings Oral Presentation Guidelines...266 63. Board Meetings Presentation Guidelines...270 64. Board Meetings Presenters & Guests...274 65. Board Meetings Scheduling....275 66. Board Meetings Telephonic Attendance...278 67. Board Meetings Unanimous Written Consents...281 68. Board & Committee Meetings Motions...284 69. Board Minutes Certifications....287 70. Board Minutes Conversion to Digital...288 71. Board Minutes Corrections...290

A-4 Table of Contents 72. Board Minutes Drafting....291 73. Board Minutes Review & Approval...295 74. Board Minutes Signatures...297 75. Board Minutes Storage...299 76. Board Policies Approval...301 77. Board Policies Diversity...305 78. Board Policies Mandatory Retirement Age....311 79. Board Policies Overboarding....318 80. Board Policies Political Spending...328 81. Board Policies Resignation Upon Change in Status...336 82. Board Policies Shareholder Engagement...341 83. Board Policies Term Limits....345 84. Board Policies Travel & Expense Considerations....352 85. Board Policies Travel & Expense Drafting...355 86. Board Portals Access....360 87. Board Portals Implementation....362 88. Board Resolutions Creation....364 89. Board Resolutions Recordkeeping & Tracking....367 90. Board Risk Oversight Considerations...368 91. Board Risk Oversight Structure Types...374 92. Board-Shareholder Communication Procedures & Disclosures...379 93. Board Size....384 94. Board Strategic Planning Meeting Preparation...389 95. Board Strategic Planning Process...392

Table of Contents A-5 96. Board Succession Planning...397 97. Capital Projects Board Oversight...403 98. Career Management Positioning for Bad Times...406 99. CEO/Board Chair Illness or Incapacity....409 100. CEO Evaluations Objectives & Targets....414 101. CEO Evaluations Process...418 102. CEO Expense Approvals...423 103. CEO Succession Emergency...428 104. CEO Succession Expected Succession...435 105. Charitable Giving Policies...442 106. Clawbacks....446 107. Codes of Ethics & Conduct Considerations...452 108. Codes of Ethics & Conduct Waivers...460 109. Comments to SEC...464 110. Compensation Committees Advisors...466 111. Compensation Committees Benchmarking Executive Pay...472 112. Compensation Committees Charters...479 113. Compensation Committees Protection from Proxy Litigation...481 114. Confidential Treatment Requests...484 115. Conflict Minerals Step One...486 116. Contract Review & Approval Policies...492 117. Controlled Companies Conflicts & Other In-House Counsel Traps...497 118. Controlled Companies Disclosures...499 119. Corporate Aircraft Purchase, Ownership & Operation....502

A-6 Table of Contents 120. Corporate Governance Guidelines...508 121. Corporate Secretary Characteristics...514 122. Corporate Secretary s Office Staffing...516 123. Crisis Planning...518 124. Cybersecurity Incident Response Planning...524 125. D&O Insurance - Board s Role...527 126. D&O Insurance Layering...532 127. D&O Insurance Negotiation...534 128. Deal Confidentiality Pledges & Reminders...538 129. Delegations to Management Signature Authority Policies...541 130. Director Candidates Vetting....546 131. Director Conflicts of Interest...550 132. Director Conflicts Role of GC & Corporate Secretary...559 133. Director Departures Procedures....562 134. Director Education...566 135. Director Emeritus Considerations...571 136. Director Emeritus Documentation & Disclosure....576 137. Director Gifts & Perks...580 138. Director Independence Determinations....584 139. Director Independence Standards...587 140. Director Orientation Considerations...592 141. Director Orientation Onboarding....595 142. Director Recruiter Use...601 143. Director Recruiting Firms Selection & Process...604

Table of Contents A-7 144. Director Removal Considerations...610 145. Director Removal Process...619 146. Disclosure Committees....621 147. Disclosure Usability...625 148. Dividend Declarations...629 149. Earnings Calls & Investor Events Live-Tweeting...634 150. Earnings Guidance...642 151. Edgar Codes...658 152. Employee Access to the Board/Directors...661 153. Entity Management Systems...665 154. E-Proxy/Notice & Access....668 155. Executive Committees Charters...675 156. Executive Committees Structure & Processes....678 157. Executive Compensation Disclosure Accounting, Tax & Risk Assessment...684 158. Executive Compensation Disclosure Don t Have a Good Story....689 159. Executive Compensation Disclosure Executive Summary...692 160. Executive Compensation Disclosure Graphics...696 161. Executive Compensation Disclosure Highlighting Your Best Practices...699 162. Executive Compensation Disclosure Pay-for-Performance...702 163. Executive Compensation Disclosure Pay Risk Assessments...705 164. Executive Compensation Disclosure Peer Groups...717 165. Executive Compensation Disclosure Perks...731 166. Executive Compensation Disclosure Pledging & Hedging....735 167. Executive Compensation Disclosure Realizable Pay...746

A-8 Table of Contents 168. Executive Officer Determinations....749 169. Executive Sessions...756 170. Form 8-K Directors...760 171. Form 8-K Say-on-Frequency Votes....762 172. Form 10-K Cybersecurity Disclosure...764 173. Form 10-K Exhibits Material Contracts Diagram...769 174. Governance Consultants Hiring Factors...770 175. Individual Director Evaluations...774 176. Insider Trading Policies Designating Insiders....782 177. Insider Trading Policies Training...785 178. Inspectors of Election...790 179. Internal Audit Reporting Audit Findings....792 180. Late SEC Filings....794 181. Lead Directors Charters....805 182. Lead Directors Implementation....808 183. New Directors Managing Arrivals....816 184. New Officers Managing Arrivals....820 185. Nominating/Governance Committees Charters....824 186. Nominating Committees Minimum Director Qualifications....828 187. Nominating Committees Shareholder Director Recommendation Policies...832 188. Nominating Committees Shareholder Director Recommendation Procedures...836 189. NYSE Annual Written Affirmation & CEO Certification...840 190. NYSE Interim Written Affirmations....844 191. NYSE Reporting Obligations...847

Table of Contents A-9 192. Officer Candidates Vetting....852 193. Officer Departures Procedures....855 194. Political Spending Board Oversight...860 195. Political Spending Disclosure...863 196. Principal Accounting Officer Determinations....867 197. Proxy Advisors Overview...872 198. Proxy Disclosure Board Leadership...876 199. Proxy Disclosure Director Qualifications...880 200. Proxy Disclosure - Former & Departing Directors...887 201. Proxy Disclosure Independence & Related Party Transactions...893 202. Proxy Disclosure Lawsuits...896 203. Proxy Disclosure Working With Design Firms...899 204. Proxy Solicitation Basics....902 205. Proxy Solicitors Hiring & Managing....904 206. QLCCs Considerations...911 207. QLCCs Documentation...915 208. Regulation FD Dealing with the Press...919 209. Risk Assessments...922 210. Risk Management Cybersecurity....923 211. Schedule 13D/G Preparation Who Does It...928 212. SEC 34 Act Reports Benchmarking Law Firm Bills...930 213. SEC Comments How to Respond...931 214. SEC Reporting Calendar...936 215. Shareholder Engagement Committees....938 216. Shareholder Engagement Considerations...942

A-10 Table of Contents 217. Shareholder Engagement M&A Announcements...948 218. Shareholder Engagement Solicitation Strategies....950 219. Shareholder Proposals (i)(1) Improper Under State Law...955 220. Shareholder Proposals (i)(2) Violation of Law...958 221. Shareholder Proposals (i)(4) Personal Grievances...962 222. Shareholder Proposals (i)(5) Relevance...966 223. Shareholder Proposals Intake Process...971 224. Shareholder Proposals Political Spending....973 225. Smaller Companies Advisory Boards...982 226. Social Media Business Case....984 227. Stock Ownership Guidelines...989 228. Stock Retention & Holding Requirements...1000 229. Stockholder List Requests...1010 230. Subsidiaries Piercing the Corporate Veil...1012 231. Subsidiary Governance....1016 232. Sustainability Initiatives...1023 233. Swaps Board Approval & Review....1031 234. Transfer Agents Selection...1035 235. Voting Results Legal Framework...1042 236. Voting Results Tabulation...1046 237. Website Disclosure Archiving...1048 238. Website Disclosure Compliance....1053 239. Year-End Governance Actions...1059

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