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Members' Library
The Society's Members' directory is a unique collection of internal and
other corporate documents on nearly 60 topics provided on a current basis
by companies chosen for their diversity in industry and size. These topics
are listed below.
Many of the items are non-public documents which are not obtainable from any
other source. By contacting the National Office, members may obtain this
valuable information regarding other companies' policies and procedures
in the specific area.
Note:
Items with an asterisk are available online.
POLICY STATEMENTS
Antitrust*
Charitable and other contributions
Charter - Corporate Audit Service Department*
Code of business conduct (code of ethics)*
(including gifts policies)
Communicating with Analysts and Security Holders*
Confidential voting policies/procedures
Conflict of interest*
Disclosure/Confidential Information*
Disclosure Controls and Procedures*
E-mail/Computer access*
Environmental policies
FCPA compliance*
Insider Trading compliance*
Labor or employee relations (including employee termination policies,
workplace violence, sexual harassment, etc.)
Political Action Committees
Records management procedures/policies* - retention and destruction
schedules
Service on outside boards*
Social Responsibility
Travel, e.g., company planes*, travel reimbursement, traveling with
other executives
Up-the-ladder - Whistleblowing/Accounting Complaints/Compliance Hotlines*
SHAREHOLDER COMMUNICATIONS
Annual meeting admission cards
Shareholder guidebooks
Shareholder surveys
Special communications, e.g., exchange and tender offers (including odd lot tenders), sensitive matters, information letters, duplicate mailing cards, etc.
Welcome and regret letters
COMPANY PROGRAMS
Direct Stock Purchase Plans
Dividend reinvestment
ESOPS
Executive financial planning
Executive Retirement Plans*
Executive Stock Ownership Guidelines*
Long Term Incentive Plans*
Matching gifts
Participant directed employee benefit plans (savings, thrift, retirement,
profit-sharing)
Stock based grant or award employee benefit plans (options, restricted stock,
phantom stock, stock appreciation rights etc.)
DIRECTORS
Board self-assessment questionnaires*
Board term limits (see survey - Director Mandatory Retirement Age)*
Checklists regarding traveling with the Board
Checklists used for board and committee meetings, routine filings, routine
material sent to directors, etc.
Calendars and timetables for any of the above checklists
Committee Charters*
Corporate Governance Guidelines*
Director: Advisory, Emeritus and Honorary*
Director Compensation Plans*
Director Education*
Director and Officer questionnaires*
Director Independence*
Directors manuals
Directors Orientation* (including welcome material, letters, forms)
Director Search*
Indemnification and Insurance*
Mandatory retirement age policy for directors*
Performance evaluation*
Retainers, fees, stock plans*
Selection criteria for directors*
BOARD RESOLUTIONS
Amendments to by-laws
Authorization of transfer agents and registrars
Authorizing establishment of subsidiary companies
Delegations of authority on expenditure* and authorizations to sign
Establishing board committees*
OFFICE OF THE SECRETARY
Annual meeting (timetable, agenda and checklist for preparation of meeting)*
Annual meeting scripts*
By-laws*
Checklists for annual reports and proxy statement preparation*
Corporate calendar*
Employment agreements (change of control)
Job descriptions, e.g., board, CEO, secretary, assistant secretary*
Organization charts, e.g., board, executive officers, secretary's office, general counsel's office
Procedures for indexing of corporate minutes
*Note:
Items with an asterisk are available on-line.
Revised January 2005.
For further information regarding the Members' Library please contact Blanca
Rosbach.
Society of Corporate Secretaries and Governance Professionals
521 Fifth Avenue New York NY 10175
212-681-2000 - Fax 212-681-2005
membership
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