Outlines the specific tasks corporate secretaries face on a daily basis Corporate Secretary's Answer Book, Fifth Edition by Cynthia M. Krus List Price: $433.00 Eligible for Free Standard Shipping on U.S. Prepaid Orders Imprint: Aspen Publishers ISBN: 9780735593831 Looseleaf: 1,042 pages Publication Cycle: Updated annually Last Updated: 11/20/2012 Automatic Supplementation More Info.

Description The Corporate Secretary's Answer Book is the only comprehensive, single-volume reference to address the specific tasks corporate secretaries face on a daily basis in a Q&A format. Every topic is conveniently listed for easy reference with an index organized by commonly used terms. With all of this valuable "know-how" located within one volume, corporate secretaries will be able to find the best way to proceed with any particular matter, quickly and confidently. The Corporate Secretary's Answer Book also includes sample forms and checklists that offer step-by-step guidance to completing each phase of the corporate secretary's duties throughout the year, especially under Sarbanes-Oxley, including: Conduct of Shareholder Meeting Guidelines Annual Meeting Script Minutes of Incentive Committee Meeting Establishing a Special Litigation Committee of the Board Audit Committee Charter Corporate Governance Listing Standards Corporate Governance Guidelines Corporate Disclosure And much more Table of Contents CHAPTER 1. Certificate of Incorporation Significance of Certificate of Incorporation Amendment of Certificate Fees to Maintain Certificate of Incorporation Inclusion of Social Responsibility Provisions Appendix 1A: Certificate of Incorporation (Delaware) Appendix 1B: Action by Written Consent of Board of Directors Amending Certificate of Incorporation (Delaware) Appendix 1C: Certificate of Amendment (Delaware Appendix 1D: Written Consent of Stockholders Approving Certificate of Amendment (Delaware) Appendix 1E: Articles of Amendment to Articles of Incorporation (MBCA) Appendix 1F: Form of Certificate of Formation (Delaware) Appendix 1G: Form of Limited Liability Company Agreement (Delaware) Appendix 1H: Required Language for a B Corporation’s Articles of Incorporation Appendix 1I: Language of the B Corporation Declaration of Interdependence CHAPTER 2. Bylaws Purpose of Bylaws Adoption, Amendment, and Repeal of Bylaws Appendix 2A: Bylaws (Delaware) CHAPTER 3. Shareholders’ Meetings Need for Annual Shareholders’ Meeting Notice of Meetings Inspectors of Election Ballots Conducting an Annual Meeting of Shareholders Shareholder Action—Written Consent Overview of the Federal Proxy Rules Electronic Stockholders’ Meetings Appendix 3A: Sample Schedule for Annual Meeting and Proxy Preparation Appendix 3B: Sample Notice of Annual Meeting of Shareholders Appendix 3C: Sample Annual Meeting of Stockholders Internal Agenda and Script Appendix 3D: Sample Rules of Governing Conduct of an Annual Meeting of Stockholders CHAPTER 4. Shareholder Solicitations Required Distributions to Shareholders Delivery of Shareholder Communications Transmittal Options NOBOs Search Notices Respondent Banks Omnibus Proxies Householding Voting Appendix 4A: Sample Notice of Internet Availability of Proxy Materials Appendix 4B: Sample Disclosure in Proxy Statement on Householding CHAPTER 5. Shareholder Voting Basics of the Voting Process Quorum Requirements Discretionary Broker Voting, Broker Non- Votes, and Abstentions Disclosure of Voting Requirements Preferred and Non-Voting Shares Election of Directors Discretionary Authority Executive Compensation Approval Requirements Under NYSE and NASDAQ Electronic Voting Appendix 5A: Sample Proxy Language Appendix 5B: Sample Proxy Cards Appendix 5C: Proxy Presumptions Appendix 5D: Skip Snail Mail—How Public Companies Can Deliver Documents Electronically CHAPTER 6. Shareholder Proposals Definition of Shareholder Proposal Regulation of Shareholder Proposals Company Choices upon Receipt of Shareholder Proposal Negotiations of Shareholder Proposals Majority Voting Proposals Proposals Relating to Compensation Proposals Relating to Corporate Governance Proposals Relating to Climate Change and Environmental Concerns and Social Issues Proposals Relating to Special Meetings Process of Excluding Proposals Procedural Bases for Exclusion Substantive Bases for Exclusion Presentation of Shareholder Proposals in Proxy Statements Appendix 6A: Sample Shareholder Proposal and Supporting Statement Appendix 6B: Sample Proxy Language for Submission of Shareholder Proposals Appendix 6C: Timeline for Processing Shareholder Proposals Appendix 6D: Checklist for Processing Shareholder Proposals Appendix 6E: Practical Pointers for Stockholders Appendix 6F: Practical Pointers for Appendix 6G: Publication of SEC Division of Corporation Finance Staff Legal Bulletin No. 14 (CF) (July 13, 2001) Appendix 6H: Publication of SEC Division of Corporation Finance Staff Legal Bulletin No. 14A (July 12, 2002) Appendix 6I: SEC Division of Corporation Finance Staff Legal Bulletin No. 14B (CF)(September 15, 2004) Appendix 6J: SEC Division of Corporation Finance Staff Legal Bulletin No. 14C (CF)(June 28, 2005) CHAPTER 6A. Climate Change Disclosure and Proposals Climate Change Disclosure Requirements Proposals Relating to Climate Change and Environmental Concerns Appendix 6A-A: Sample Climate Change Disclosure CHAPTER 7. Board Meetings Board Responsibilities Board Action Meeting Notice Quorum Requirements Proxy Voting Meeting Frequency and Length Meeting Agendas Meeting Attendance Executive Session Meetings of Independent Directors Corporate Governance Guidelines Appendix 7A: Sample Resolutions of the Board of Directors Appendix 7B: Sample Unanimous Written Consent of the Board of Directors CHAPTER 8. Minutes of Board Meetings Keeping Minutes Finalizing, Approving, and Storing Minutes Document Retention Policy Regarding Minutes Review of Minutes in Connection with SEC Filings Secretarial Certificates Shareholder Rights Appendix 8A: Sample Minutes of Compensation Committee Appendix 8B: Sample Report of the Compensation Committee (Reflecting Actions Taken in Sample Minutes) Appendix 8C: Sample Minutes of Annual Meeting of Directors Appendix 8D: Sample Secretarial Certificate: Election of Officer Appendix 8E: Sample Secretarial Certificate: Banking Authorities Appendix 8F: Sample Minutes of Special Meeting of Directors for the Purpose of Reviewing a Proposed Merger CHAPTER 9. Board Materials Collection and Dissemination of Information Quantity of Information Timing the Delivery of Information Types of Information in Board Materials Methods of Delivering Information Corporate Governance Guidelines CHAPTER 10. Board Composition and Compensation Practices Board Composition Rules Affecting Board Composition Compliance with NYSE, NYSE Amex, and NASDAQRules Board Compensation Practices Board Compensation Stock-Related Compensation OtherForms of Compensation Disclosure Appendix 10A: Sample Director Compensation CHAPTER 11. Board Committees Role of Corporate Secretaries Committee Formation Table 11-1. Some Regulatory Requirements Governing Board’s Formation of a Committee Appointment of Committee Members Committee Composition Types of Committees: Executive Committee; Audit Committee; Compensation Committee; Nominating and Corporate Governance Committee; Finance Committee; Advisory Committee on Contributions; Public Issues Committee; Risk Committee; Management Disclosure Committee; Special Committee Committee Action and Authority Disclosure Committee Member Orientation Committee Member Liability Appendix 11A: Sample Bylaw Provisions Establishing Board Committees Appendix 11B: Sample Resolutions Establishing Special Litigation Committee Appendix 11C: Sample Resolutions Establishing Audit Committee Financial Expert Appendix 11D: Sample Charter of Executive Committee Appendix 11E: Sample Charter of Risk Committee CHAPTER 12. Nominating and Corporate Governance Committee Nominating Committee Appendix 12A: Sample Charter of Nominating and Corporate Governance Committee Appendix 12B: Board Self-Evaluation Questionnaire Appendix 12C: Examplesof New Proxy Disclosure Required with Regard to the Nominating and Corporate Governance Committee CHAPTER 13. Compensation Committee Functions Compensation Committee Composition Charter and Recordkeeping Compensation Committee Disclosure In General Compensation Committee Consultants Compensation Committee Consultant Specific Disclosure Incentive-Based Compensation Arrangements For Financial Services Firms Troubled Asset Relief Program (TARP) Say-On-Pay Appendix 13A: Sample Charter of Compensation Appendix 13B: Statement by Treasury Secretary Tim Geithner on Compensation (June 10, 2009 Appendix 13C: TARP Certification CHAPTER 13A. Say on Pay Appendix 13A-A: Example of Say-on-Pay Proxy Proposal Appendix 13A-B: Example of Say-on-Pay Frequency Proposal CHAPTER 14. Audit Committees Audit Committee Functions Audit Committee Composition Financial Qualifications Audit Committee Charter Audit Committee Certification Disclosure Appendix 14A: Sample Audit Committee Charter Appendix 14B: Examples of Pre-Approval Policies Appendix 14C: Audit Committee Self-Evaluation Questionnaire Appendix 14D: Short-Form Audit Committee Charter CHAPTER 14A. Risk Assessment Appendix 14A-A: Sample Risk Assessment Disclosure CHAPTER 15. Indemnification and D&O Insurance Indemnification Insurance Coverage Notification of Insurable Event Disclosure Mergers and Acquisitions Appendix 15A:10Items Public Companies Should Consider Before Buying D&O Insurance Appendix 15B: SEC Press Release Regarding Lucent Technologies Inc. Appendix 15C: Sample Indemnification Agreement CHAPTER 16. Electronic Filings, EDGAR, and XBRL Scope of EDGAR Recent Developments XBRL Hypertext Links Internet Use Document Retrieval Civil Liability Appendix 16A: Common EDGAR Filing Mistakes Appendix 16B: Common XBRL Filing Mistakes CHAPTER 17. Section 16 Purpose Enforcement Reporting System Insider Status Reportable Securities Forms 3, 4, and 5 Derivative Securities Filing Responsibilities Disclosure of Delinquencies Corporate Secretary’s Responsibilities Electronic Filing Appendix 17A: Sample Board Resolution Designating Section 16 Officers Appendix 17B: Memorandum Summarizing Compliance with Section 16 (with Exhibits) CHAPTER 18. Insider Trading Definition of Insider Trading Application Definition of Material Non-Public Information Definition of Window Periods Avoiding Liability Enforcement and Penalties Exchange Regulation of Insider Trading Appendix 18A: Sample Insider Trading Policy CHAPTER 19. Dividend Declarations, Stock Splits, Treasury Stock, and Repurchase Plans Definition of Dividend Authority and Process of Declaration Notification to Transfer Agent and Others Record, Payment, and Ex-Dividend Dates Stock Dividends and Stock Splits Treasury Stock Stock Repurchase Plans Appendix 19A: Sample Board Resolutions Approving Cash Dividend Appendix 19B: Sample Press Release Announcing Dividend Appendix 19C: Sample Board Resolutions Approving Stock Dividend Appendix 19D: Sample Board Resolutions Approving Stock Repurchase Program CHAPTER 20. Transfer Agents Stock Transfer Agents—Role, Obligations, Laws, and Liability Issuing and Transferring Shares CHAPTER 21. Corporate Disclosure and Regulation FD Disclosure Coordinator and Disclosure Committee Disclosure Controls and Procedures and the Sarbanes-Oxley Act Material Information Selective Disclosure and Regulation FD Securities Offering Reform Best Practices Guidelines Earnings Guidance CHAPTER 22. Website Disclosure, E-Forums, and Other Electronic Communications Website Disclosure Requirements Website Hyperlinks Up-to-Date Websites . Types of Information Posted Corporate Intranets E-Forums and Other Electronic Communications CHAPTER 23. Executive Compensation and Related Person Disclosure Overview Compensation Disclosure and Analysis Executive Compensation Tables; Named Executive Officer; Director Compensation; Perquisites; Tabular Disclosure Security Ownership of Certain Beneficial Owners and Management Transactions with Related Persons, Promoters, and Certain Control Persons Corporate Governance Disclosure of Compensation Policies and Risk Management Revisions to the Summary Compensation Table Enhanced Director and Nominee Disclosure Considerations of Diversity in Nominations New Disclosure About Company Leadership Structure Expanded Disclosures About Compensation Consultants’ Fees and Services Current Reporting and Voting Results Stock Option Timing Compensation Practices and Disclosure Obligations in the Current Economic Environment CHAPTER 24. Corporate Governance Guidelines Basics of Corporate Governance Guidelines Making Guidelines Publicly Available Considerations When Drafting Corporate Governance Guidelines Appendix 24A: Corporate Governance Policy (Annotated Discussion Draft) (September 2010) Exhibit A: Guidelines for Codes of Business Conduct and Ethics CHAPTER 25. Corporate Governance Listing Standards Applicability Certifications and Written Affirmations Board Composition Board Committees Failure to Comply Appendix 25A: Overview of NYSE and Nasdaq Corporate Governance Rules Appendix 25B: NYSE Listed Company Manual, Section 303A Corporate Governance Standards, Frequently Asked Questions (Revised January 4, 2010) Appendix 25C: Nasdaq, Corporate Governance Rules and the Interpretative Process, Frequently Asked Questions CHAPTER 26. Internal Investigations Initiating an Internal Investigation Who Should Conduct the Investigation Conducting the Investigation Conducting Interviews Maintaining Confidentiality and Privilege Reporting the Findings of the Internal Investigation Appendix 26A: Sample Litigation Hold Memorandum CHAPTER 27. Whistleblower Claims Under Sarbanes-Oxley and Section 21F of the Exchange Act Covered Entities Initiation and Investigation Appealing the Preliminary Decision Alternate Route:Federal District Court Elements of the Employee’s Claim Remedies Criminal Penalties Release of SOX Claims Arbitration of SOX Claims Issue Preclusion Expanding Federal Protection and Whistleblowers Incentives Limiting Liability and Protecting Against Retaliation Claims Appendix 27A: Sample Anti-Retaliation Policy CHAPTER 28. Document Retention Policies Purpose and Scope Design and Operation Table of Websites Index Related Products Corporate Criminal Defense: Compliance, Investigation, and Trial Strategies Eric W. Sitarchuk, Mark A. Srere, Kelly A. Moore The current focus on compliance, disclosure, enforcement, and penalties continues to increase. As new and sweeping financial reform and other laws are passed and new regulations are promulgated, enforcement activity will continue to be stepped-up and all corporations must be prepared. Corporate C more... Add to cart   |  Price: $441.00  |  ISBN: 9780735594111  |  Format: Looseleaf  Imprint: Aspen Publishers