December 14, 2005

Survey Results on Director Retirement Ages

Here are the results from our most recent Quick Survey, this one regarding director retirement ages:

1. Does your company have a mandatory retirement age for directors?

– Yes – 72%
– No – 28%

2. If answer to #1 is “yes,” does the retirement age differ for inside directors compared to outside directors?

– Yes – 26%
– No – 74%

3. If answer to #1 is “yes,” what is that retirement age for outside directors?

– Age 70 – 32%
– Age 71 – 0%
– Age 72 – 45%
– Older than Age 72 – 23%

4. If answer to #1 is “yes,” is that retirement age stated:

– In the corporate governance guidelines – 74%
– In the bylaws – 13%
– Both of the above – 11%
– Other – 2%

5. If answer to #1 is “yes,” directors must retire:

– At the next board meeting after reaching the retirement age – 7%
– At the next annual shareholders’ meeting after reaching the retirement age – 70%
– Other – 24%

Now it’s time for you to participate in our latest Quick Survey on Board Leadership! Thanks! is Launched!

In response to numerous requests, we have created an online version of the popular Romeo & Dye’s Section 16 Treatise and Reporting Guide: Dated as of Fall 2005, this 2nd Edition of the Treatise from Peter Romeo and Alan Dye is twice as long as the 1st Edition – and the online version of the Treatise has been updated from the hard copy Treatise mailed early in 2005 to reflect the SEC’s adoption of amendments to Rules 16b-3 and 16b-7.

We launched this site as many members have expressed frustration with the challenges of locating a copy of the popular Treatise within their own firm or company, as it remains the type of valued resource that everyone uses as a deskside reference. With this online resource, never go searching for that hidden copy again – try a No-Risk Trial today!

Breaking Barriers: The $1000 Billable Hour!

According to the latest National Law Journal billing survey, Benjamin Civiletti, the former U.S. attorney general and now chairman of the Venable law firm, is the first US lawyer to report charging $1,000 an hour. Apparently the old record was $875, charged by a London partner of Reed Smith.

Not really cause to celebrate – but it reminds me to prompt you to renew your membership to (and our other publications) now, as all our memberships run on a calendar-year basis and expire at the end of the month.

Can you believe that one full year’s worth of costs only as much as 45 minutes of Mr. Civiletti’s time (and we don’t clutter up the site with ads, etc.)!

Business Roundtable Issues Updated Governance Best Practices

In early November, the BRT issued an updated “Principles of Corporate Governance.” The BRT’s first Principles were released in May 2002. We have added these new guidelines to our “Model Governance Policies” Practice Area.

Here are some highlights from the updated Principles:

Board leadership: The principles emphasize the critical importance of independent board leadership and, in recognition of the fact that no one leadership structure is right for every company. In a May 2005 survey, nearly 82% of member companies’ boards are at least 80% independent.

Executive sessions: The principles recommend placing time for an executive session on the agenda for every regular board meeting, and follow-up with senior management at the conclusion of each executive session.

Director-shareholder relations: The principles state that the board is responsible for responding to communications from shareholders and addressing issues of concern to shareholders – and contains an expanded set of best practice recommendations for boards in carrying out these responsibilities. In a May 2005 survey, 90% of BRT companies reported that they have established procedures for shareholder communications with directors.