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Committees

The national committees of the Society play key roles in furthering the exchange of information on topics relevant to the functioning of the Office of the Secretary and in the performance of other activities of the Society and in advocating positions of members on key regulatory or legislative proposals. Members are invited each winter to indicate interest in serving on national committees and their preferences. Among the committees on which members are encouraged to serve are:

Audit Committee

The Audit Committee assists the Board in its responsibility to insure that the financial statements of the Society are prepared by an appropriately qualified firm of independent certified public accountants, in conformity with generally accepted accounting principles, and fairly and accurately present the financial condition and results of operations of the Society.

Audit Committee Members
Audit Committee Report

Corporate Practices Committee

Definitive Source of Society Expertise on Board Practices, Corporate Governance and Corporate Secretarial Function.

Benchmarking, data analysis and publications on corporate governance and Board practices, including:

  • Board and Committee structure
  • Board and Committee meeting practices, both substantive and logistical
  • Minutes
  • Director recruitment
  • Minimum qualifications for Directors
  • Director independence
  • Board practices for interacting with shareholders & responding to shareholder proposals
  • Corporate Governance Guidelines
  • Committee Charters
  • State corporation law impacting Board election, duties and liability
    • Role of Board (oversight not operations)
    • Board education
    • Majority vote vs. plurality
  • D&O insurance and indemnification
  • Director compensation
  • Corporate Secretary compensation and staffing
  • Board assessments by third parties, including best board/worst board ratings, Corporate Library
  • Board performance evaluations
  • Practices on strategic planning
  • Practices on succession planning
  • Board oversight of compliance and risk management

Corporate Practices Committee Members
Corporate Practices Committee Report
Minutes from the Society's Corporate Practices Committee meetings Members Only Key

Educational Programs Committee

The Educational Programs Committee will develop, oversee and/or coordinate educational activities ensuring that seminars, conferences, teleconferences and chapter programs include relevant and timely subject matters and materials which enhance members' professional development.

Educational Programs Committee Members
Educational Programs Committee Report

Executive Steering Committee

Executive Steering Committee Members

Finance Committee

The Finance Committee recommends a proposed annual budget with underlying assumptions to the Board for approval, reviews quarterly financial reports, and develops and monitors policies controlling the accumulation and investment of surplus funds.

Finance Committee Members
Finance Committee Report

Listing Standards Committee

Definitive Source of Society Expertise on Listing Standards.

Maintains relationship with Key Officers and Staff at NYSE and NASDAQ, to facilitate communication on matters vital to membership.

Analyzes proposed listing standards and interpretations; submit comment letters where significant impact on public companies, discuss operational issues with NYSE and NASDAQ Staff.

Benchmarking, data analysis and publications, including:

  • Best practices for complying with listing standards, including review of related party transactions and independence standard, annual certification on compliance with listing standards, other criteria
  • Requirements for shareholder approvals
  • Considerations in choosing where to list, changing place of listing
  • Best practices for delisting particular securities

Membership Committee

The Membership Committee recruits and retains members through the development and implementation of an annual recruitment program and a member retention program. The committee members are the Membership Chairpersons of the 25 Chapters of the Society.

Membership Committee Members

National Conference Committee

National Conference Committee Members
National Conference Committee Report

Nominating and Governance Committee

The Committee will assist the Society's Board of Directors in shaping corporate governance policies and practices including recommending guidelines, which will include qualifications for leadership positions, and monitoring the Society's compliance with the guidelines.

The Committee will identify candidates and review the qualifications of members suggested to be Chairman-Elect, Directors of the Board, and chairs of the Society's committees, and shall make recommendations to the Board with respect thereto.

Nominating and Governance Committee Members
Nominating and Governance Committee Charter

Public Company Affairs Committee

Definitive Source of Society Expertise on Stock Ownership, Voting Practices and Shareholder Relations.

Maintains relationship with Key Officers and Staff at ISS, Glass Lewis, Proxy Governance Inc., Corporate Library, Moody's Governance, S&P Governance and Governance Metrics, etc. to facilitate communication on matters vital to membership.

Benchmarking, data analysis and publications on stock ownership, voting practices and shareholder relations, including:

  • Communications with shareholders, from routine to dealing with activists
  • Shareholder meetings
  • Proxy solicitation
  • Proxy voting reporting services, including ISS, Glass Lewis and Proxy Governance Inc.
  • Governance ratings used by shareholders, including Corporate Library, CGQ
  • Broker voting practices
  • Vendors who assist in shareholder voting and communication
  • Book entry versus certificated shares

Public Company Affairs Committee Members

Securities Law Committee

Definitive Source of Society Expertise on Securities Laws and Disclosure.

Maintains relationship with Commissioners and Staff at Securities and Exchange Commission (SEC), to facilitate communication on matters vital to membership.

Analyzes proposed rule changes and interpretations; submit comment letters where significant impact on public companies; discuss operational issues with SEC Staff.

Benchmarking, data analysis and publications, including:

  • Disclosure practices, including 10-K, 10-Q, 8-K and proxy statement, MD&A
  • FD and disclosures to analysts and investors

In conjunction with Securities Law Committee leadership, Definitive Source of Society Expertise on Accounting Matters Impacting Public Companies

Maintains relationship with Commissioners and Staff at Public Company Accounting Oversight Board, to facilitate communication on matters vital to membership.

Analyzes proposed rule changes and interpretations; submit comment letters where significant impact on public companies; discuss operational issues with PCAOB Staff, FASB and others as applicable.

Benchmarking, data analysis and publications on accounting disclosures, relationship with independent registered public accountants, etc.

Securities Law Committee Members

In addition, ad hoc committees of the Society are often formulated to meet specific needs or interests of the Society and members. Such committees include groups focusing on organization and by-laws, strategic planning, or programming for members representing private companies.


Society of Corporate Secretaries and Governance Professionals
521 Fifth Avenue New York NY 10175
212-681-2000 - Fax 212-681-2005

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