Corporate Board Meeting Minutes, Agendas and Other Written Records: Governance Best Practices
Safeguarding Directors Against Breach of Fiduciary Duty Claims With Effective Document Preparation and Retention Practices
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will guide corporate secretaries and other corporate governance professionals in implementing best practices for board of director meetings to guard against breach of fiduciary claims and other legal challenges to director actions. The panel will discuss critical considerations for boards and their corporate secretaries when developing agenda for board and committee meetings, compiling and distributing meeting materials, and drafting and maintaining meeting minutes.
- The role of sound corporate governance practices in meeting director fiduciary duties
- Best practices for corporate board of director meetings
- Role of the corporate secretary
- Meeting agendas, including consent agendas
- Minute taking
- Post-meeting considerations, including document retention
The panel will review these and other key issues:
- How can effective recordkeeping benefit corporate boards of directors? How can ineffective recordkeeping harm corporate boards?
- What are some best practices for developing the board meeting agenda? When is a consent agenda appropriate?
- What strategies should be considered in drafting minutes of board of director meetings?
- What document retention strategies are key for effective corporate governance?
President & Managing Director
Governance Partners Group
Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides outsources Chief... | Read More
Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides outsources Chief Governance Officer services to companies that have a need to practice good corporate governance but may not have sufficient internal resources to practice good governance in an appropriately robust manner. He previously served as Vice President, General Counsel & Secretary of North American Bus Industries, Inc. and also served NABI’s sister company, Blue Bird Corporation. Previously, he was Associate General Counsel & Assistant Secretary of Dow Corning Corporation, a substantial global specialty chemical company equally owned by The Dow Chemical Company and Corning, Incorporated.Close
Mark J. Mihanovic
McDermott Will & Emery
Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions... | Read More
Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions involving companies in a broad range of industries. He has substantial experience advising corporate boards of directors and management regarding fiduciary duties (including in connection with potential change in control transactions and consideration of "poison pill" stockholders rights plans) and corporate governance issues. He advises publicly-traded companies and investment banks and other financial advisers with respect to a wide variety of securities law compliance matters.Close