Kristina Veaco, corporate governance consultant and founder of Veaco Group, a corporate governance advisory firm and her team provide practical corporate governance advisory and support services to public, private and nonprofit entities and their boards of directors. This presentation explores how the company’s corporate secretary and company management can best support their boards and board members through some fundamental corporate governance practices and processes. Topics include: Meetings Actions without a meeting Agendas Materials/Presentations Logistical support Minutes Recordkeeping Using the Board Portal

1. Corporate Governance Practices and
Supporting your Board
Kristina Veaco, Esq.
April 16, 2015

2. Primary board functions include:
 Major decision making for the organization
 Determination and oversight of the entity’s
strategy
 Risk oversight
 Setting and overseeing performance goals
 Approval (or not) of major corporate transactions
 Overseeing and advising executive staff,
 Hiring, compensating and, if needed, firing the
CEO
 CEO succession planning
 Serving as a “sounding board”
 Providing leadership to executive staff and the
organization as a whole
 Setting the “tone at the top”
 Sharing expertise and sometimes challenging
perspectives
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3. Duty of Care:
 Informed decision making, diligence,
reasonable prudence
Duty of Loyalty:
 Decisions in the interest of the entity, not the
director; disinterested; disclosure of conflicts
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4. Presumption that boards and
directors have acted reasonably
and in the interests of the
organization
 Decided by courts in hindsight
 More likely to be applied where there is
documentation of sound practices and
processes around board decision making
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5.  Meetings covering matters
important to the organization
 Intelligible, reliable information
 Time to prepare, discuss, challenge,
reflect and consider
 Culture of openness, inquiry,
diversity in viewpoint, collegiality
and respect
 Understanding of the business and
the environment
 Processes which support all of the
above and minimize distractions
 Logistical assistance
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6.  How many (bylaws, governance
expectations)
 Commonly: Bds. 5-7, Audit 4-8, Others 2-5
 When (company tradition)
 Committees sequential vs. concurrent
 Committees on same day as Board or
different day
 Notice needed (state law, bylaws)
 Annual schedule, courtesy reminders,
waivers
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7.  Set meeting schedule at least a year in
advance
 Re-check director availability with
Exec. Assts.
 Send reminder notices, even if not
required
 Track and communicate with directors
re attendance %s throughout the year
 Relationships make a difference;
personal calls can help when
attendance vital
 Consider limits of human attention
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8.  Boards and committees have a lot (more and
more) to do
 Annual draft agendas help keep track
 Based on state law, bylaws, board and committee
charters, regulatory requirements, board fiduciary
responsibilities, policies, strategic/critical issues,
business cycle, sound governance practices,
tradition
 Actual meeting agendas require
 Adjustment from annual draft, as needed
 Thought as to the best order of items to be
considered
 Clarity as to action needed
 Consideration of the limits of human attention
span
 Some annotation for the Chair and CEO
 Scheduled Executive Sessions
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9.  A well thought out process and set of
standards for materials and presentations
help ensure directors understand
 Templates for all materials and presentations
 Internal review process
 Meaningful cover letters or summaries
 Firm deadlines for delivery
 Final review prior to distribution
 Secure distribution at least several days
before meeting
 Rehearsals for presenters
 Problem areas: length, jargon, lack of
analysis, lack of clarity in written materials;
oral presentations that simply repeat
written materials
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10.  Use of board portals for distribution of
materials and more
 Directors access materials online
 Use of tablets by directors is increasing in
the board room (may change the
dynamic)
 Some Board rooms may require
reconfiguration or upgrading for new
technologies, video conferencing and use
of tablets (state law requirements,
increasing costs, security, and
technological support needs)
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11. More than just administrative:
Point is to make it simple,
painless, so it is easy to focus on
business
 Advance scheduling of meetings (1 or 2
years)
 Official and courtesy notices
 Handling director travel, lodging, and other
individual requirements
 Clear, understandable materials
 Advance delivery of materials
 Process for meeting room and food
arrangements
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12. Minutes may (or may not)
support the applicability of the
business judgment rule if board
actions are challenged
Minutes are supposed to be a
written record of what went on in
meetings, documenting action
and governance
 The facts, without characterization
 Consistent style and format are helpful
(templates)
 Not a transcript
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13. Actions Without a Meeting
 State law governs
 Unanimous Written Consent – most common
 Lawyers differ as to whether email response without
electronic signature or scanned copy of signed document
will constitute a vote
 Will counsel be able to issue legal opinion or Corporate
Secretary be able to certify that action validly taken
 UWC becomes effective on date last signature is received or
at a later specified date.
 File all responses along with the UWC and materials in the
minute books.
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14.  Records help guide board action and also
support the board’s exercise of due care
and loyalty
 From a governance perspective, records
include: articles, bylaws, committee
charters, meeting agendas and materials,
minutes and resolutions
 Goal is for records to be
 Organized
 Searchable
 Securely accessible
 Permanent (for the most part)
 Protected against destruction by fire, etc.
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15. • Re the Duty of Care, see e.g., Aronson v. Lewis, 473 A.2d 805, 812 (Del. 1984), Smith v. Van
Gorkom, 488 A.2d 858 (Del. 1985), and In re Caremark International Inc. Derivative Litigation, 698
A.2d 959 (Del. Ch. 1996) and state corporate law statutes
• Re the Duty of Loyalty, see Ivanhoe Partners v. Newmont Mining Corp., 535 A.2d 1334, 1345 (Del.
1987) and various state corporate law statutes.
• For a comprehensive discussion of director fiduciary duties, see Nadelle Grossman, Director
Compliance with Fiduciary Duties in a Climate of Corporate Governance Reform, 12 Fordham J or
Corp. & Fin. Law 393 (2007)
• Re the Business Judgment Rule, see Aronson v. Lewis, 473 A2nd 805, 812 (Del 1984)
• Re minutes, see In Re The Walt Disney Co. Derivative Litig,. 906 A.2nd 27 (Del. 2006) and also A.
Gilchrist Sparks, III & S. Mark Hurd, In re The Walt Disney Company Derivative Litigation,
Delaware’s Supreme Court Affirms Defendants Did Not Breach their Fiduciary Duties in the Hiring
and Firing of Michael Ovitz -Morris, Nichols, Arsht & Tunnell LLP (June 13, 2006).
• Re the role of the corporate secretary, see Kristina Veaco and Cheryl Sorokin, The Role of the
Corporate Secretary: Facilitating Corporate Governance and the Work of Corporate Boards, 96
Corporate Practice Series (BNA)
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16. Questions?
©2015 Veaco Group 16

17. Veaco Group
Corporate Governance Advisors
www.veacogroup.com
Kristina Veaco, Esq.
415 731-3111
kveaco@veacogroup.com
©2015 Veaco Group 17