TheCorporateCounsel.net

April 3, 2014

Survey Results: D&O Questionnaires and Director Independence

I just posted these recent survey results on D&O Questionnaires and director independence:

1. Regarding the level of information that we request from directors in connection with their professional and personal affiliations (excluding immediate family member information):
– We ask each director to submit a list (at least annually) of their professional and personal affiliations – 43%
– We do not request a list of their affiliations, but ask specific questions related to the NYSE/SEC independence rules and have them confirm that there are no related issues – 50%
– Other – 5%

2. Regarding the level of information that we request from directors for their immediate family members:
– We ask each director to submit a list (at least annually) of their entire immediate family – 8%
– We ask each director to submit a list (at least annually) of their entire immediate family, including certain other information (such as the place of employment and/or job title) – 23%
– We define “immediate family members” and provide a list of the company’s subsidiaries and then ask each director to list any immediate family members doing business with these entities – 14%
– We define “immediate family members” and provide a list of the company’s subsidiaries and then ask each director to confirm that there are no related issues – 19%
– We do not request a list related to the immediate family members, but ask specific questions related to the NYSE/SEC independence rules and have them confirm that there are no related issues – 37%
– Other – 0%

3. Regarding the method(s) of due diligence review that we perform for director independence:
– We rely solely on each director to alert us to any potential independence issues – 28%
– We conduct a review (at least annually) of our accounts payable and receivable for ALL professional/personal affiliations (excluding immediate family member relationships) provided by our directors – 9%
– We conduct a review (at least annually) of our accounts payable and receivable for ALL transactions related to professional/personal affiliations and immediate family member relationships provided by our directors – 21%
– We conduct a review (at least annually) of our accounts payable and receivable for certain transactions related to professional/personal affiliations and/or immediate family member relationships; however, we only perform such a review of selected affiliations/relationships (i.e., we may not conduct a detailed review of certain relationships, such as that in connection with an immediate family member who is employed by Wal-Mart and not in an executive position) – 12%
– All – or some combination – of the above – 29%

Please take a moment to anonymously participate in our “Quick Survey on Pay Ratios” and our “Quick Survey on Proxy Drafting Responsibilities & Time Consumed.”

Transcript: “The SEC Staff on M&A”

We have posted the DealLawyers.com transcript for the recent webcast: “The SEC Staff on M&A.”

Evaluating Your Board Evaluation Practices

In this podcast, Sylvia Groves of Governance Studio explains how corporate secretaries can evaluate their board, committee & director evaluation practices – and identify opportunities for improvement, including:

– Why should the board conduct an evaluation?
– What are the common components of an evaluation?
– What are some of the best practices in board evaluations?
– How can directors’ concerns about discoverability and liability be addressed?
– How can corporate secretaries ensure that the evaluation being used is really adding value – and not just wasting their directors’ time?
– How can you get a copy of Governance Studio’s tool to evaluate your board evaluation practices?

– Broc Romanek