Checklist of Routine Annual Activities To Be Completed By NYSE-Listed Companies
February 19, 2010
This memorandum lists typical routine activities for a NYSE-listed company, its Board of Directors or its Audit, Compensation and Nominating/Governance Committee, especially in connection with the Annual Meeting of Stockholders. Please note that, in any particular situation, additional activities may need to be completed and not all of the activities mentioned apply to all situations, and that each company’s activities will depend on its governing documents. A NYSE-listed foreign private issuer or limited partnership, or a NYSE-listed company that is emerging from bankruptcy or a “controlled company” within the meaning of NYSE rules, may have fewer, additional or different requirements.
Board of Directors (prior to Annual Meeting)
Complete Directors’ and Officers’ Questionnaires (for Proxy Statement) and Board and Committee Self-Assessment Questionnaires
Update form of Questionnaire to request information about:
Public company directorships held during the past five years
Legal or regulatory proceedings for the past 10 years, including information relating to the expanded list of proceedings added in 2009 by the SEC
Conduct annual self-assessment of Board under leadership of Nominating/ Governance Committee
Conduct annual assessment of Committee Charters (taking into account recommendations of Committees); approve changes
Conduct annual self-assessment of Board Charter/Corporate Governance Guidelines; approve changes
Consider updating Corporate Governance Guidelines to reflect amended NYSE rules as to website posting in lieu of Proxy Statement disclosure, as discussed below
Conduct annual assessment of Code of Ethics; approve changes
Conduct assessment regarding Board role in risk oversight and effect...