Successfully reported this slideshow.
We use your LinkedIn profile and activity data to personalize ads and to show you more relevant ads. You can change your ad preferences anytime.

Summit D&O Best Practices - David Angerbauer

326 views

Published on

Summit D&O Best Practices - David Angerbauer

Published in: Economy & Finance
  • Be the first to comment

  • Be the first to like this

Summit D&O Best Practices - David Angerbauer

  1. 1. SUMMIT D&O CONFERENCE November 30, 2017 “The Unique Nexus of the Chief Legal Officer and Directors – Impact on Decision Making and Corporate Governance” Panelists: Cheryl Larabee, Val Christensen, Rob Cutler, Ron Poelman Moderator: David Angerbauer BEST PRACTICES For Board Members and Executives: 1. Value legal compliance and ethical behavior as an integral part of the Company’s overall business strategy. 2. Develop a culture of compliance and establish a tone at the top for the highest degree of integrity and business ethics. 3. Implement a compliance program that is effective, consistent, data drive, efficient and sustainable. 4. Hire a General Counsel who can both “think like an attorney” (compliance and ethics) and “think like a business person” (strategy and execution)—and who is willing to balance the two. 5. Involve the General Counsel in all significant meetings and decisions of the Executives and the Board of Directors, including all meetings of the Board Committees. 6. Appoint the General Counsel as the “Corporate Secretary” to keep minutes of all meetings and records of all actions of the Board of Directors, including all meetings and actions of the Board Committees. 7. Establish an effective relationship, built on confidence and trust, with the General Counsel. 8. Recognize that the client of the General Counsel is the Company itself—not any individual Executive or Board Member. Accordingly, Executives or Board Members should heed any “Upjohn Warning” from the General Counsel and should hire their own personal legal counsel, whenever appropriate. 9. Encourage every Executive and Board Member to have one-on-one “private conversations” with the General Counsel at any time regarding legal compliance or ethical issues regarding the Company that may involve the behavior of other Executives and/or Board Members.
  2. 2. 2 10. Establish a Special Committee of the Board, if appropriate, to deal with issues of the Company about which other Executives/Board Members have a conflict of interest (possibly their own illegal or unethical behavior). Such Special Committee may hire its own outside legal counsel, when appropriate, who may be instructed to work with the General Counsel. For General Counsel: 1. Value legal compliance and ethical behavior as an integral part of the Company’s overall business strategy and as the core foundation of the Legal Department. 2. Assist in developing a culture of compliance and establishing a tone at the top for the highest degree of integrity and business ethics. 3. Implement a compliance program that is effective, consistent, data drive, efficient and sustainable, and coordinate with the Chief Compliance Officer if other than the General Counsel. 4. Be both an “attorney” (compliance and ethics) and a “business person” (strategy and execution)—and be willing to balance the two. 5. Involve yourself in all significant meetings and decisions of the Executives and the Board of Directors, including all meetings of the Board Committees. 6. Insist on being appointed as the “Corporate Secretary” to keep minutes of all meetings and records of all actions of the Board of Directors, including all meetings and actions of the Board Committees. 7. Establish an effective relationship with each Executive and Board Member (particularly the Chair of the Board, Chairs of the Board Committees and Lead Independent Board Member), and obtain the trust and confidence of each Executive and Board Member. 8. Recognize that your client is the Company — not any individual Executive or Board Member. Accordingly, provide “Upjohn Warnings” and encourage Executives or Board Members to obtain their own personal legal counsel, whenever appropriate. 9. Encourage every Executive and Board Member to have one-on-one “private conversations” with you at any time regarding legal compliance or ethical issues regarding the Company that may involve the behavior of other Executives and/or Board Members. Keep such conversations confidential, as appropriate. 10. Advise and assist the Board in establishing a Special Committee of the Board, if appropriate, to deal with issues of the Company about which other Executives/Board Members have a conflict of interest (possibly their own alleged illegal or unethical
  3. 3. 3 behavior). Such Special Committee may hire its own outside legal counsel, when appropriate, who may be instructed to work with you. 11. Ensure there are no “surprises” to the Executives and Board Members, understanding the delicate balance between needing to disclose matters early on but without disclosing matters prematurely. 12. Keep Board materials short and topline to facilitate focus and attention by Executives and Board Members. Prepare Board resolutions in advance and follow-up with minutes within 48 hours after each Board or Committee meeting. 13. Realize the need for “perfect” documents in Board and Executive materials, thereby allowing Board Members and Executives to develop trust and confidence in your abilities and attention to detail.

×