Corporate Secretary's Answer Book

Front Cover
Aspen Publishers Online, 2004 - Business & Economics
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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!
 

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Contents

Contents
xlv
Proposals Relating to Climate Change
xlviii
CHAPTER
1-1
09 How should thechair handle questions from thefloor?
1-2
12 What level of votes must a proposal receive to pass?
1-8
CHAPTER
1-12
Sample Notice of Annual
1-27
CHAPTER 2
2-1
Establishing Special Litigation
10-27
Sample Charter
10-33
Sample Charter
10-39
Committee 111
11-13
Board SelfEvaluation
11-21
Sample Charter
11-37
Act Compliant Charter of the Audit
12-23
Examples of PreApproval
12-43

10 What are some of the procedural items that must
2-8
Electronic Meetings and Supplemental
2-14
Sample Admission
2-25
Notice of Annual Special Meeting
2-31
Sample Official Proxy
2-39
Sample Notice of Revocation
2-45
CHAPTER 3
3-1
10 What are the cost and time considerations involved
3-14
12 What are the roles of intermediaries under
3-18
CHAPTER 20
3-20
22 How does a company establish a shareholders
3-24
Sample Disclosure in Proxy
3-31
08 Who is an inspector of elections and what is their role
4-1
11 How does overvoting occur?
4-7
CHAPTER 22
4-26
CHAPTER 5
5-1
Process of Excluding Proposals 526
5-26
Procedural Bases for Exclusion 532
5-32
Presentation of Shareholder Proposals
5-48
Timeline for Processing
5-57
Practical Pointers
5-63
Corporation Finance Staff Legal Bulletin
5-95
SEC Division of Corporation
5-111
CHAPTER 6
6-1
Meeting Agendas
6-9
Audit Committees 121
6-12
Board of Directors 617
6-17
Review of Minutes in Connection with
7-13
Banking Authorities 727
7-27
CHAPTER 8
8-1
Board Materials
8-8
CHAPTER 9
9-1
Compensation Table 917
9-17
Establishing Board Committees 1019
10-25
Audit Committee Self
12-59
Indemnification and DO Insurance 131
13-13
Companies Should Consider Before
13-27
CHAPTER 14
14-1
Filing Mistakes 149
14-13
Designating Section 16 Officers 1521
15-25
CHAPTER 16
15-43
Approving Cash Dividend 1613
16-15
CHAPTER 17
17-1
CHAPTER 18
18-18
Certificate of Amendment
18-25
Form of Certificate
18-31
CHAPTER 19
19-1
151
19-16
Insider Trading 201
20-1
Policy 209
20-13
CHAPTER 21
21-1
Website Disclosure 221
22-1
11 Do state and exchange laws permit electronic
22-3
Corporate Intranets 2216
22-16
CHAPTER 23
23-10
Corporate Governance Guidelines 231
23-23
CHAPTER 24
24-1
Purpose 152
24-15
NYSE Corporate Governance
24-27
Proposed Amendments
24-55
Nasdaq Corporate
24-97
CHAPTER 25
25-1
Executive Compensation and Related Person
26-1
CHAPTER 27
27-1
Sample AntiRetaliation
27-25
Board Compensation Practices
28-9
Meeting Attendance 611
IW-6
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