Epekto Ng Makabagong Teknolohiya Sa Mag-Aaral

Topics: Form 10-K, Corporate governance, Financial statements Pages: 20 (4343 words) Published: January 16, 2013
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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 that risk oversight has on Board leadership structure

Annual Meeting.

Establish record date for Annual Meeting

Establish date and time of Annual Meeting

Establish location of Annual Meeting

Recommend that stockholders vote at Annual Meeting for nominees of Board for election as directors

Propose ratification by stockholders at Annual Meeting of selection of auditor by Audit Committee (optional)

Recommend that stockholders vote at Annual Meeting for ratification of auditor (optional)

Designate proxyholders for Annual Meeting (with full power of substitution)

Authorize and direct proxyholders to vote at Annual Meeting on other business as recommended by the Board

Appoint inspectors of elections at Annual Meeting (reserving power to the chair of the Annual Meeting to make changes to respond to developments)

Approve Proxy Statement and form of Proxy for Annual Meeting and filing and mailing or other distribution thereof

Annual Reports.

Approve Annual Report to Stockholders (if separate from Annual Report on Form 10-K) and filing and mailing or other distribution thereof within a reasonable time prior to the Annual Meeting

Approve Annual Report on Form 10-K (based on recommendation of Audit Committee as to inclusion of Annual Financial Statements) and filing thereof

Annual Business Plan. Grant annual operating authority to officers and employees, by approval of an Annual Business or Operating Plan, Capital Expenditure/Investment Program or other comparable procedure

Board. Unless fixed by Articles or Certificate of Incorporation, establish size of Board (based on recommendation of Nominating/Governance Committee, and reserving power to change to respond to developments) to establish number of directors to be elected at Annual Meeting; if size is fixed by By-Laws and Board desires to change size, amend By-Laws

Nominations. Nominate individuals for election as directors at...
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