Survey Results: D&O Questionnaires and Related-Party Transactions

Below are some questions regarding your company's plans for this year's D&O questionnaire (here are the results from a D&O questionnaire survey we conducted six months ago):

1. Regarding the level of related-party information that we request from directors and officers: (Total responses: n=97)
(select only one)

n=54 (55.67%) We ask each D&O to inform us of any related-party transaction
n=39 (40.21%) We ask each D&O to inform us of only those related-party transactions over $120,000
n=1 (1.03%) We ask each D&O to inform us of only those related-party transactions over $50,000
n=0 (0.00%) We ask each D&O to inform us of only those related-party transactions over $25,000
n=3 (3.09%) Other

2. Regarding the level of related-party information that we request from directors and officers: (Total responses: n=97)
(select only one)
n=9 (9.28%) We ask each D&O to submit an annual list of their entire immediate family
n=21 (21.65%) We ask each D&O to submit an annual list of their entire immediate family, including place of employment and any entities in which they own more than a specified amount
n=52 (53.61%) We define "immediate family members" and provide a list of the company's subsidiaries and then ask each D&O to list any immediate family members doing business with these entities
n=15 (15.46%) Other

3. Regarding how "complete" we require the list of immediate family members: (Total responses: n=96)
(select only one)
n=28 (29.17%) We require each D&O to provide a complete list of each individual that falls under the definition of "immediate family members," regardless if there has ever been any contact with them (e.g., in-law living in another country)
n=2 (2.08%) We request that each D&O provide a list of immediate family members they are in contact with and require an affidavit that there is no contact with other known "immediate family members" (egs. estranged child or hostile father-in-law)
n=63 (65.63%) We do not require each D&O to provide a list of immediate family members; instead, we rely on the directors to self-report related-party transactions
n=3 (3.13%) Other

4. Regarding the method(s) of due diligence review that we perform for related-party transactions:(Total responses: n=97)
(select only one)
n=31 (31.96%) We rely solely on each D&O to alert us to any potential transactions
n=0 (0.00%) We conduct a periodic review of SEC filings, Web search engines, and relevant web sites to update the lists of immediate family members provided by our D&Os
n=25 (25.77%) We conduct a periodic review of our accounts payable and receivable for transactions with individuals on the list of immediate family members provided by our D&Os
n=2 (2.06%) We distribute the lists of immediate family members to our business unit heads and require them to monitor for related party transactions
n=27 (27.84%) All - or some combination - of the above
n=12 (12.37%) Other