This monograph focuses on how companies select, educate and keep
good directors, and discusses the role of the Corporate Secretary in these processes.
It includes sample letters, checklists and forms. (2001)
Printed copy ($80/$45) PDF Download ($60/$35)
| Introduction |
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The Role of the Secretary
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1
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| I. Forming (and Re-forming) the Board |
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Finding qualified candidates
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3
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Points to consider
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4
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Preparing background material
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6
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Interviewing candidates
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7
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Timing the offer
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7
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Extending the invitation
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8
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Accommodating the change
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8
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| II. Orientation of New Directors |
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Going through the process
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9
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Tailoring the approach
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9
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Choosing a type of orientation program
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11
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| III. Compensation of Directors |
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What is typical?
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12
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What about stock?
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12
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What about perquisites or other forms of compensation?
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12
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Benchmarking your plan
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13
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| IV. Evaluation of Directors |
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Director Report Cards
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14
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Implementing the process
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14
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Tasks associated with the evaluation process
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15
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Legal Considerations
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16
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The Effect of Evaluations
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16
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| V. Termination of Service |
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Deciding Factors
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17
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Tasks to be completed in connection with termination
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17
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Starting over
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18
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| Endnotes |
19
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| Some Useful References |
20
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| List of Appendices |
21
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A: Sample Board Profile
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22
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B1: Sample Invitation to Join the Board (from Chairman of Nominating
Committee)
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23
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B2: Sample Letter confirming an oral invitation from Chairman
of Nominating Committee
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24
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C: Sample Letter to New Director (from the Chairman of the Board)
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25
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D: Sample Letter to New Director (from Corporate Secretary)
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26
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E: Outline of Director Orientation
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28
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F: Comprehensive Checklist of Materials for New Directors
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30
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G1: Sample Director Self-Assessment
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32
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G2: Sample Director Peer Evaluation
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33
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H: Sample Mandatory Retirement and Term Limit Policies
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36
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I: Selected Definitions of Independence
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37
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