Corporate Governance
1. Board Meetings
2. Care & Feeding of the Board
3. Board Duties, Leadership & Delegations
4. Board Composition, Refreshment & Evaluation
5. Director Orientation & Onboarding
6. Corporate Governance Guidelines & Ethics
7. CEO Succession & Removal
8. Boards and E&S
9. D&O Insurance & Indemnification
10. Subsidiary Management
11. Audit Committees
12. Compensation Committees
1. Board Meetings
- How “Foresight” Can Improve Board (& Corporate Secretary) Effectiveness
- How to Draft “Board Meeting” Disclosure for the Proxy
- 5 Reasons Not to Hold Annual Board Strategy Retreats
- Two Ways to Improve Your CEO’s Success Rate When Proposing Something to the Board
- How Much Does a Board Portal Cost?
- The Definitive Guide to “Board Portals”
- Hot Tip: Provide Board Presentations in Advance By Video
- 9 Mistakes Made With Board Presentations
- 9 Mistakes Companies Make With Their Board Materials
- 5 Mistakes Made With Unanimous Written Consents
- 13 “Must Dos” When Drafting Board Minutes
- The Definitive Guide to Executive Sessions
- Hey, Don’t Record Your Virtual Board Meetings!
- Do Virtual Board Meetings Have “Staying Power”?
- Should You “Assign Seats” at a Board Meeting?
- 16 Logistical Things That Are a “Must” for Board Meetings
- Are a Director’s Emails Covered by the Attorney-Client Privilege?
- Should Directors Be Allowed to Take Notes for a Board Meeting?
- “How-To” Guide for Board Agendas
2. Care & Feeding of the Board
- The Definitive Guide for Director Gifts
- The Horrors of Director Retirement Gifts
- 5 Hot Tips for Director Travel & Reimbursement Policies
- 5 “Tricks of the Trade” for Your Corporate Secretary Budget
- How Big Should Your Board’s Budget Be?
- 21 Hats That Corporate Secretaries Wear for Board Care & Feeding
- What is a “Corporate Secretary”?
3. Board Duties, Leadership & Delegations
- The Latest Trends in “Board Roles”
- Do Boards Need to Approve Their CEO’s Pledge to the BRT’s “Statement of Corporate Purpose”?
- 4 Truths About Board Leadership
- The Truth About the Board’s Role in Crisis Management
- The State of Cybersecurity Disclosures
- Cyber-Readiness & the Board
- 5 Mistakes Made When Giving Directors Access to Employees
- How to File Form 8-Ks for Charter & Bylaw Changes
- 7 Challenges of Signature Authority Policies
4. Board Composition, Refreshment & Evaluation
- How to Handle “Human Capital Management” Disclosure
- A Wave of “Board Diversity” Shareholder Derivative Lawsuits
- Yes, “Diversity & Inclusion” Disclosures
- Proxy Design: Board Diversity
- Proxy Disclosure Trends: Board Composition & Activities
- Board Diversity Truly Matters
- Is Director Independence Broken?
- Should Non-Management Employees Be Added to Boards?
- Should a Former CEO Serve as a Director?
- How “Overboarded” Are Directors?
- 5 Mistakes Made When Using Director Recruiters
- How to Draft “Nominating Committee Process” Disclosure for the Proxy
- How to Draft “Director Qualifications & Skills” Disclosure for the Proxy
- How to Draft “Directors & Officers Legal Proceedings” Disclosure for the Proxy
- How to Draft “Directors & Officers Bio” Disclosure for the Proxy
- Proxy Design: Director Skills & Qualifications Matrix
- Proxy Design: Director Tenure
- Proxy Design: Director Bios
- Can a CEO Remove a Director Because They Don’t Get Along?
- 9 Mistakes Made With Board Refreshment
- How to Use a Third-Party Facilitator for Board Evaluations
- 7 Secrets of Board Evaluations
5. Director Orientation & Onboarding
- Three Things You Should Know About “equityabacus” & Stock Ownership Guidelines
- 5 Mistakes Made With Stock Ownership Guidelines
- Do We Have to Amend Our Proxy If a Director Is Replaced Before the Annual Meeting?
- Do We Have to Amend Our Proxy If a Director Resigns Before the Annual Meeting?
- Can a Director Resign from the Board for Any Reason?
- How to File Form 8-Ks for Departing Directors
- How to File Form 8-Ks for New Directors
- The Definitive Guide to Director Onboarding
6. Corporate Governance Guidelines & Ethics
- How to Handle “Corporate Governance Guidelines”
- How to Draft “Related-Person Transaction” Disclosure
- 4 Hot Tips About Board Charitable Giving Policies
- How to File Form 8-Ks for Code of Ethics Amendments or Waivers
- How to Draft “Code of Ethics” Disclosure for the Form 10-K
- Why You Need to Update Your Corporate Governance Guidelines Annually
8. Boards and E&S
- Do Boards Need to Approve Their CEO’s Pledge to the BRT’s “Statement of Corporate Purpose”?
- Treating ESG as a True Strategy, Not Just Risk Mitigation
- How Knowledgeable Do Directors Need to Be About “ESG”?
- What Should “ESG” Board Materials Look Like?
- What Should an “ESG” Board Presentation Look Like?
- 4 Things to Consider When Creating a Standalone E&S Board Committee
- E&S Duties Growing Fast in Board Committee Charters
- The Board’s Role for E&S
9. D&O Insurance & Indemnification
- What’s the Difference Between D&O Insurance & Indemnification?
- Getting the Most Out of Your D&O Insurance Advisors
- Who Are the D&O Insurance Carriers?
- How Do You Apply for D&O Insurance Coverage?
- How to Ensure You’re Not in Breach of Your D&O Insurance Policy
- Why You Shouldn’t Forego Your Side B Coverage for Your D&O Insurance Policy
- 5 Mistakes Made With D&O Insurance
10. Subsidiary Management
11. Audit Committees
- What Audit Committees Need to Know About the PCAOB
- How to Prepare “Audit Committee” Disclosure for the Proxy
- What’s the Difference Between “Restatements” & “Revisions” (“Big Rs” vs. “Little Rs”)?
- How to File Form 8-Ks for Auditor Changes
- Why Do Companies Place “Auditor Ratification” on Their Ballots?
- How to Draft “Pre-Approval of Non-Audit Services” Disclosure for the Proxy
- How to Handle Auditor Ratification for the Proxy
- The Definitive Guide on “Audit Committee Financial Experts”
- How to Draft “Change in Auditors” Disclosure for the Proxy
- How to Draft “Audit Fees” Disclosure for the Proxy
- 5 Surprises About Auditor Evaluations
- Why Benchmarking Audit Fees Is Silly
- 5 Tips for Improving Audit Committee Meetings
- How Audit Committees & Independent Auditors Work Together