February 20, 2013
Survey Results: Rules of Conduct for Board Meetings & Annual Meetings
Here are survey results on how companies use rules of conduct for their board meetings and annual meetings:
1. At our company, we:
– Have formally adopted Robert’s Rules of Order for all Board and Board committee meetings – 3%
– Sometimes use Robert’s Rules of Order for Board and Board committee meetings – 6%
– Reject the idea of adopting Robert’s Rules of Order for Board and Board committee meetings – 18%
– Have not considered adopting Robert’s Rules of Order for Board and Board committee meetings – 72%
2. At our company, we:
– Have formally adopted Robert’s Rules of Order for all annual shareholder meetings – 3%
– Sometimes use Robert’s Rules of Order for annual shareholder meetings – 12%
– Reject the idea of adopting Robert’s Rules of Order for annual shareholder meetings – 16%
– Have not considered adopting Robert’s Rules of Order for annual shareholder meetings – 69%
3. When we use Robert’s Rules of Order for a shareholder meeting, our parliamentarian typically is:
– Board Chair – 25%
– General Counsel – 58%
– Other in-house lawyer – 8%
– Corporate Secretary (if different than above) – 0%
– Someone else within the company – 8%
– Someone else outside the company – 0%
Please take a moment to participate in our “Quick Survey on End-User Exception for Swaps” and “Quick Survey on Shareholder Engagement.“
Our “Q&A Forum”: The Big 7500!
In our “Q&A Forum,” we have blown by query #7500 (although the “real” number is much higher since many of the queries have others piggy-backed on them). I know this is patting ourselves on the back, but it’s nearly ten years of sharing expert knowledge and is quite a resource. Combined with the Q&A Forums on our other sites, there have been nearly 25,000 questions answered.
You are reminded that we welcome your own input into any query you see. And remember there is no need to identify yourself if you are inclined to remain anonymous when you post a reply (or a question). And of course, remember the disclaimer that you need to conduct your own analysis and that any answers don’t contain legal advice.
Pledging & Hedging: Sample Insider Trading Policy Language
From Brink Dickerson and David Meyers of Troutman Sanders:
We suggest inclusion of the language below in insider trading policies as a possible response to the new ISS voting guidelines for pledging and hedging. Companies will need to decide whether to narrow the language to just “executive” officers (ISS uses the term “executives”) and whether to define “significant” (ISS does not). Also, a few companies already prohibit all pledging, and not just significant pledging, and companies may want to consider that approach as well, although we view that approach as a bit harsh.
Board members and officers are prohibited from, directly or indirectly, [pledging and hedging any of the Company’s equity securities] [(1) pledging a significant number of the Company’s equity securities, or (2) hedging with respect to any of the Company’s equity securities]. For these purposes, [(a)] “pledging” includes the intentional creation of any form of pledge, security interest, deposit, lien or other hypothecation, including the holding of shares in a margin account, that entitles a third-party to foreclose against, or otherwise sell, any equity securities, whether with or without notice, consent, default or otherwise, but does not include either the involuntary imposition of liens, such as tax liens or liens arising from legal proceedings, or customary purchase and sale agreements, such as Rule 10b5-1 plans[, and (2) “significant” means [the lesser of] 1% of the Company’s outstanding equity securities [and 50% of the equity securities of the Company owned by the board member or officer]]. Also for these purposes, “hedging” includes any instrument or transaction, including put options and forward-sale contracts, through which the board member or officer offsets or reduces exposure to the risk of price fluctuations in a corresponding equity security.
“Equity securities” include common stock, voting preferred stock and options and other securities exercisable for, or convertible into, settled in, or measured by reference to, any other equity security determined on an as-exercised and as-converted basis.
The equity securities attributable to a board member or officer for these purposes shall include equity securities attributable to the board member or officer under either Section 13 or Section 16 of the Securities Exchange Act of 1934. [Equity securities that are pledged shall not be counted toward board member and officer ownership requirements.]
– Broc Romanek