TheCorporateCounsel.net

Here are the latest survey results about annual meeting conduct:

1. To attend our annual meeting, our company:
– Requires pre-registration by shareholders – 6%
– Encourages pre-registration by shareholders but it’s not required – 16%
– Requires shareholders to bring an entry pass that was included in the proxy materials (along with ID) – 10%
– Encourages shareholders to bring an entry pass but it’s not required – 10%
– Will allow any shareholder to attend if they bring proof of ownership – 71%
– Will allow anyone to attend even if they don’t have proof of ownership – 17%

2. During our annual meeting, our company:
– We hand out rules of conduct that limit each shareholder’s time to no more than 2 minutes – 32%
– We hand out rules of conduct that limit each shareholder’s time to no more than 3 minutes – 31%
– We hand out rules of conduct that limit each shareholder’s time to no more than 5 minutes – 5%
– We announce a policy that limits each shareholder’s time to no more than 2 minutes (but rules are not handed out) – 2%
– We announce a policy that limit each shareholder’s time to no more than 3 minutes (but rules are not handed out) – 2%
– We announce a policy that limit each shareholder’s time to no more than 5 minutes (but rules are not handed out) – 0%
– There is no limit on how long a shareholder can talk (subject to the inherent authority of the Chair to cut off discussion at any time) – 29%

3. For our annual meeting, our company:
– Provides an audio webcast of the physical meeting, including posting an archive – 25%
– Provides an audio webcast of the physical meeting, but does not post an archive – 2%
– Has provided an audio webcast of the physical meeting in the past, but discontinued that practice – 6%
– Is considering providing an audio webcast of the physical meeting but haven’t decided yet – 0%
– Provides a video webcast of the physical meeting (or is considering doing so) – 5%
– Does not provide an audio nor a video webcast of the physical meeting – 63%

4. At our annual meeting, our company:
– Announces the preliminary results of the vote on each matter (unless special circumstances arise such as a very close vote) – 99%
– Doesn’t announce the preliminary results of the vote on each matter – 1%

5. For our annual meeting:
– Our CEO makes a presentation and takes Q&A from the audience – 90%
– Our CEO makes a presentation but no Q&A from the audience – 5%
– We are considering revising next year’s format to eliminate the CEO presentation – 6%
– We are considering revising next year’s format to eliminate the Q&A – 3%
– We are considering revising next year’s format other than the CEO presentation and Q&A but haven’t decided yet – 2%

Please take a moment to anonymously participate in our “Quick Survey on Conflict Minerals” and “Quick Survey on Deferred Compensation Election Timing.” As noted in this blog, the SEC has filed its brief in the appeal of the conflict minerals lawsuit that it won at the lower court level…

PCAOB Issues Staff Audit Practice Alert on Internal Control Deficiencies

Recently, the PCAOB issued “Staff Audit Practice Alert No. 11: Considerations for Audits of Internal Control Over Financial Reporting,” which encourages audit committees to get involved over PCAOB concerns. Learn more about this development in this Davis Polk blog and FEI’s “Financial Reporting Blog“…

Tune in next Tuesday, November 12th for the webcast – “Audit Committees in Action: The Latest Developments” – during which PCAOB Board Member Jay Hanson, Morgan Lewis’ Linda Griggs, Home Depot’s Stacy Ingram and Deloitte’s Bob Kueppers will analyze all the latest developments impacting the audit committee.

Transcript: “The Use of Social Media in Deals”

We have posted the transcript for DealLawyers.com’s recent webcast: “The Use of Social Media in Deals.”

– Broc Romanek