Best Practices: Boardroom Orientation

 

Orientation is crucial to bringing new board directors up to speed quickly, and it' s useful to see what a best-practice board puts into something as basic (yet essential) as a new director' s company introduction package. A spokesman in the corporate secretary' s office at mining titan Phelps Dodge gave me a peek at their new-director " corporate fact book." The index includes:

  • Company mission statement
  • Corporate and governance essentials (statement of incorporation, company history, state incorporation laws, date of the annual meeting, the number of directors on the board, an outline of Phelps-Dodge' s capital structure, and a fiscal year calendar)
  • Copy of the corporate bylaws
  • Directory of current board members
  • Board committees and their members
  • Directory of company officers and top executives
  • The board' s meeting schedule for the next year
  • Copies of the latest Phelps-Dodge annual report, 10K, and quarterly proxy filings
  • Corporate code of ethics
  • Director membership criteria
  • Director compensation and benefits information (compensation, stock ownership plan, retirement and deferred compensation policy, director' s insurance, SEC insider trading regulations, share purchase rights, and charitable contribution and dividend reinvestment policies)

Copyright © 2000 Ralph Ward's Boardroom Insider

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