Number 3-99
Winter 1999

• New Proposals for Audit Committees
• From the Chairman
• Securities Industry Committee Renamed; Gets a New Mission
• Chairman Appoints Committee on Committees
• "Promoting Excellence in Corporate Governance"
• Sorokin Remarks
• Society's Teleconference Programs Continue to Thrive
• The 1999 National Conference
• ASCS membership update
• Milwaukee Chapter Holds Eighth Annual Seminar
• Commentary - Pre-Acquisition Due Diligence Investigation Should Include Probe of Target's Compliance Program
• Commentary - Corporations May be Liable for Releasing Shareholder Lists to Search Firms
• 1999 Board Meeting Dates Survey Results
  

New Proposals for Audit Committees

The Securities and Exchange Commission has proposed new rules and amendments to current rules "...to improve disclosure relating to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies." (See Release 34-41987; File No. S7-22-99.) Complementing the SEC rule suggestions are proposals from The Nasdaq-Amex Stock Market and the New York Stock Exchange requiring heightened standards of independence and experience for audit committee members as well as the adoption of committee charters.

Earlier this year, SEC Chairman Levitt expressed deep concern about the increasing pressure on companies to engage in "earnings management" to meet analysts' expectations. He observed that when inappropriate earnings management occurs "integrity may be losing out to illusion." Following Levitt's remarks a Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees was established. Headed by corporate governance guru Ira Millstein of Weil, Gotshal & Manges and John Whitehead, retired Co-Chairman and Senior Partner of Goldman, Sachs & Co., the Blue Ribbon Committee observed that the audit committee is "first among equals" in the financial reporting process, because it is an extension of the full board, which is the ultimate monitor of the process.

The Society's Corporate Practices Committee Chairman, Kathy Gibson, testified before the Blue Ribbon Commission and Society Chairman-Elect, Gwenn Carr, Securities Law Committee Chairman, Peggy Foran and Society President, David Smith have worked closely with Ira Millstein to provide practical advice from the perspective of Corporate Secretaries. Ms. Gibson's testimony can be seen on the Society's website at ascs.org in the "What's New" section. A subcommittee of the Securities Law Committee has developed a comment letter in response to the SEC release and the proposed actions by the SROs.

Following is the text of a memorandum prepared by Society member Kathleen M. Ulrich of Pfizer for the Securities Law Committee, which summarizes the various proposals on which the SLC, on behalf of the ASCS, has commented:

1. New York Stock Exchange Proposal
   
   The proposed rule changes(1) of the NYSE would:
   
   • require each audit committee to adopt a formal charter that is approved by the board of directors, which the committee must review and reassess annually;
   • require audit committees to include at least 3 members and be comprised solely of "independent" directors who are financially literate;
   • require at least one member of the audit committee to have accounting or financial management expertise;
   • define "independence" for audit committee members, i.e., none of the audit committee members may have a relationship to the company that may interfere with the exercise of their independence from management and the company.
   In addition to this definition of independence, the following restrictions would apply to every audit committee member:
   • no director who is an employee of the company or any of its affiliates may serve on the audit committee until 3 years following the termination of his or her employment;
   • no director who has a direct or indirect business relationship with the company may serve on its audit committee unless the Board of Directors determines in its business judgment that the relationship does not interfere with the director's exercise of independent judgment. In making this determination, the proposal specifies that materiality of the relationship to the company, to the director, and, if applicable, to the organization with which the director is affiliated should be considered. Examples of "business relationships" are provided. A director may serve on the audit committee without the Board of Directors' determination after 3 years following termination of the relationship that created the impediment to such service;
   • no director who is employed as an executive of another corporation where any of the company's executives serves on that corporation's compensation committee may serve on the company's audit committee;
   • no director who is an "Immediate Family" member (as defined in the proposal) of an individual who is an executive officer of the company or any of its affiliates may serve on the audit committee until 3 years following the termination of the family member's employment.
   
   Notwithstanding the restrictions relating to employment and family membership, one director who is no longer an employee or who is an immediate family member of a former executive officer of the company or its affiliates, but is not considered independent under these provisions because of the 3-year restriction period, may be appointed, under exceptional and limited circumstances, to the audit committee if the company's board of directors determines in its business judgment that membership on the committee by the individual is required by the best interests of the company and its shareholders. In this case, the company must disclose in its next annual proxy statement the nature of the relationship and the reasons for the board's determination.
   
   The proposed rules would require written confirmation to the NYSE "approximately once each year" regarding compliance with the requirements for qualified audit committees set forth in the rule. Written confirmation that subsequent changes to the composition of the audit committee comply with the rules is also required.
   
   The NYSE filed the proposal with the SEC on September 23, 1999.
   
   
2. Securities and Exchange Commission Proposal
   
   On October 6, 1999 the SEC approved the proposal of new rules and amendments to current rules to improve disclosure relating to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies.
   
   The stated purpose of the proposal is to help inform investors about the role that audit committees play in overseeing the preparation of financial statements and to underscore the importance of their participation in the financial reporting process. During the course of the meeting no specific provisions of the proposal were discussed, and the actual proposal is not yet available. Based on a draft of the proposal and on information in a "Fact Sheet" distributed at the meeting, the proposal would, "among other things":
   • require that companies' interim financial statements be reviewed by independent auditors before companies file their Forms 10-Q with the Commission;
   • require that companies provide in their proxy statements a report from the audit committee that discloses whether the audit committee has reviewed and discussed certain matters with management and the auditors, and whether anything came to their attention that caused the audit committee to believe that the audited financial statements contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made in light of the circumstances under which they were made, not misleading;(2)
   • require that companies disclose in their proxy statements whether the audit committee has a written charter, and file a copy of their charter every three years;
   • require that companies whose securities are listed on the NYSE or AMEX or are quoted on Nasdaq disclose certain information about any audit committee member who is not "independent" within their proposed definition (See the NYSE proposed definition of "independent" discussed above.) All other companies must disclose, if they have an audit committee, whether the members are independent based on the definition proposed by the SRO's;
   • create "safe harbors" for the information required to be disclosed under the proposals to protect companies and their directors from certain liabilities under the federal securities laws.
   
   
   The proposal was not embraced without question by all of the Commissioners. Commissioner Johnson expressed concern that the proposal provided no exemptions for small businesses, and noted that the Commission would welcome public comment on this topic. He indicated that he also feared that worry about liability would inhibit meaningful discussion among members of the audit committee, and would make it more difficult to attract qualified Board members to serve as audit committee members.
   
   Commissioner Unger voiced similar concern about the chilling effect that the proposed rules could have on the willingness of individuals to serve on audit committees. She also questioned the need to create additional regulations in an area where requirements were already codified.
   
   In response to the Commissioners' concerns on the issue of liability, Harvey Goldschmid, General Counsel of the SEC, stated that the aim of the proposed regulations was to help lower or eliminate instances of liability by fostering active participation and involvement of audit committee members and enabling them to move away from "pro forma" action.
   
   The comment period for the proposal is 45 days from the date of publication in the Federal Register.
   
   
3. Other Actions Relating to Audit Committee Matters
   
   In its "Fact Sheet," the SEC noted that the AICPA's Auditing Standards Board proposed to require independent auditors to discuss with the audit committee the auditors' judgment about the quality, and not just the acceptability under Generally Accepted Accounting Principles, of the company's accounting principles as applied to its financial reporting.

(1) The NYSE has stated that it intends to (1) "grandfather" all currently qualified audit committee members who would no longer qualify under the new rules until they are reelected or replaced and (2) to give companies that have less than 3 members on their audit committees 18 months from the date of SEC approval of the rule filing to recruit the requisite addition(s).

(2) The SEC included an alternative that would require the audit committee to state whether, based on the review and discussions with management and auditors, the audit committee is aware of any material modifications that should be made to the audited financial statements, and to state whether the audit committee recommended to the Board that the audited financial statements be included in the company's Annual Report on Form 10-K filed with the Commission.

The Fairmont Hotel in San Francisco,
site of the Society's 54th annual National Conference,
June 28-July 2, 2000.

FROM THE CHAIRMAN

Fellow Members:

I have just concluded my visits, along with Society President David Smith and your Chapter Representatives, to a series of exceptionally well-planned and informative Fall Conferences. All who were involved in the program preparation and details of these meetings should be complimented. The Society's chapters are the backbone of this organization, and I want the health of each chapter to be a priority during my term of office. To accomplish this, I will continue the quarterly meetings of the Presidents' Council and of the National Program Committee, which is being led so ably by Carol Ward. I value the input from each and every one of our members to ensure that we are meeting your differing needs.

Our national committees play a significant role in providing information and services to members. Early warnings via "flash faxes" on rulemaking or legislative changes, comment letters as well as meetings with the SEC and other rulemaking bodies all help our members and their companies to stay on top of current governance and reporting issues affecting their companies.

I can't remember when we last looked at the structure of our national committees. Carol Strickland, during her year as Chairman, asked each committee to examine its mission. I want to go a step beyond that, and Carol has agreed to head a "Committee on Committees" to do just that. Please let me know if there are issues concerning our committee structure which you would like addressed. Already on the agenda are questions like:

• Should a member be able to serve on more than one committee?
• Should there be limited terms of service on committees?
• Should we revisit the experiment of the Corporate Practices Committee by having two levels of committee participation?
• Would it make sense to have co-chairs or a chair-elect for committees?
• How can, or should, the National Office assist committee chairmen?"

www.ascs.org is a website every member should visit regularly. Technology will be an increasingly important tool in reaching our members. As more and more people have access to the web, our website and chat rooms can provide an instant forum for Corporate Secretaries seeking quick answers from other more experienced corporate secretaries. Instant electronic access to information will be an important benefit to our members.

Corporate Secretaries are, or must become, experts in corporate governance. To emphasize its key role in this arena, the Society's Board of directors has approved the adoption of the tagline "Promoting Excellence in Corporate Governance." If you attended the 53rd National Conference at The Greenbrier, you couldn't miss the banner over the podium heralding our new motto. You will begin to see it more and more...on our brochures, publications, press releases and stationery. To put "teeth" into the concepts, we are launching some interesting initiatives in 1999-2000.

The concept of the Corporate Secretary as Chief Governance Officer will be the topic of discussion at The Institutional Investor Forum conducted by former CalPERS executive Rich Koppes at Stanford Law School in early December. And then in June 2000, the Society will co-sponsor Directors' College, which is run by Rich and former SEC Commissioner Joe Grundfest, also at Stanford Law School. Finally, the theme of our 54th Annual National Conference being held at The Fairmont Hotel, San Francisco from June 28-July 2, 2000 will be "Taking Governance to the Bottom Line." (Mark your calendars!)

I enjoyed seeing so many of you at The Greenbrier last June and at this year's Fall Conferences. Please feel free to contact me at any time with your reactions and ideas to help make this wonderful organization fully responsive to your needs. David Smith and his national office staff are there to serve you. Be sure to take advantage of their expertise and willingness to assist. And do visit http://www.ascs.org!!

D. Craig Nordlund

Securities Industry Committee Renamed; Gets a New Mission

During the National Conference at The Greenbrier this past June, Society Chairman Craig Nordlund asked Kathleen Shannon, Director, current member of the Executive Steering Committee and former Chairman of the Securities Industry Committee to head an Ad Hoc Committee to review the name and mission of the Securities Industry Committee. Ad Hoc Committee members included Pat Trevino, current Chairman of the Securities Industry Committee, along with Karl Barnickol, Gwenn Carr, Carl Hagberg, Don Hager, Anthony Horan, Carol Strickland and Susan Wolf.

Shannon's group concluded that Securities Industry was a confusing name and that its mission must be to educate members and their companies about obligations as publicly-owned issuers of securities. With the growing number of members from new listings on the NYSE and NASDAQ-AMEX Stock Market, this has become an important need.

At its meeting on October 2, 1999, the Board of Directors unanimously approved the Ad Hoc Committee's recommendations to rename the committee the "Public Company Affairs Committee" with a mission "to educate and inform Society members about obligations and practical necessities as a publicly-owned corporation dealing with federal and state regulators, exchanges and registered and "street-named" owners of their company's securities."

All members of the Securities Industry Committee will continue as members of the Public Company Affairs Committee. In discussing what she expects to be a redirected and reinvigorated committee under Pat Trevino's leadership, Ms. Shannon stated, "We invite any members who are not already on a committee to join the Public Company Affairs Committee and to help it fulfill this mission. Members from new public companies, especially members from The NASDAQ-AMEX Stock Market, are welcome to learn about their 'obligations' and 'practical necessities' as they assist the Committee in its broad role for the Society. Participation on the Public Company Affairs Committee from regulators, the exchanges and intermediaries and agents in the proxy process continue to be extremely important to its work."

If you are interested in joining the Public Company Affairs Committee, please contact Society President David Smith at 212-681-2012 (phone), 212-681-2005 (fax), or dsmith@governanceprofessionals.org (email).

Chairman Appoints Committee on Committees

Society Chairman Craig Nordlund has set as one of his primary goals for the 1999-2000 year, a "top-to-bottom" review of all Society committees. In announcing his decision to the Board of Directors at its October 2, 1999 meeting in Coeur d' Alene, Idaho held in conjunction with the Fall Conference of the Los Angeles, Pacific Northwest, Phoenix, San Diego and San Francisco chapters, Nordlund noted that many new issues are facing corporate secretaries and corporate governance executives and the Society must be "nimble and adaptable" in responding to them. Former Chairman Carol Strickland has agreed to head the Committee whose members are Karl Barnickol, James Byrne, Gwenn Carr, Margaret Foran, Earl Franklin, Kathleen Gibson, Anthony Horan, David Lewinter, Cheryl Sorokin and Carol Ward.

Among the issues to be addressed are the scope and structure of the Society's committees, their leadership, criteria for membership, the role of the National Office and meeting scheduling.

Strickland says, "There are a host of important questions to raise, including:

• Does the Society have the right committees?
• Are there gaps in subject matter?
• Should a member serve on more than one committee?
• Are we meeting the needs of our new NASDAQ-AMEX members?
• Should there be term limits for membership?
• What role should the National Office play?"

She hopes to have a report and recommendations available for consideration by the full Board at its Spring 2000 meeting in Washington, D.C., which traditionally is held in conjunction with the Society's meeting with the senior staff of the Division of Corporation Finance and the Chairman and Commissioners of the SEC.

If there are issues you would like the Committee to address, please contact Blanca Rosbach at 212-681-2010.

It is the Society's new tagline. If you attended the 1999 National Conference at The Greenbrier, you couldn't miss the banner displaying this new theme over the podium in the main meeting room.

Some of you may have noticed the tagline on recently distributed brochures for the fall Essentials and Issues Update seminars. You will see it more and more...on publications, brochures, stationery and press releases.

The Society is putting "teeth" into the tagline in at least three ways during the 1999-2000 year. On December 7, 1999, Society leaders have been invited to attend the Institutional Investors Forum at the Stanford University Law School. The morning session of the one-day program, which, each year, attracts key members of the Council of Institutional Investors, will be devoted to the topic "The Corporate Secretary as Chief Governance Officer." Then, in early June 2000, the Society will cosponsor Directors' College, also at the Stanford University Law School, where the focus will be on corporate governance issues. And, finally, Society Chairman Craig Nordlund has approved "Taking Corporate Governance to the Bottom Line" as the theme of the 2000 National Conference in San Francisco.

Sorokin Remarks

On "Reinventing" Myself by Cherie Sorokin

Following is the text of the remarks Cheryl Sorokin, former Society Director and former Chairman of the Corporate Practices Committee, made after receiving the Bracebridge H. Young Distinguished Service Award at the Society's 53rd National Conference at The Greenbrier.

"A lot has happened to me since last year at this time. But I must say that of all the things that have happened, receiving this award is certainly among the best.

It is always wonderful to be honored by ones peers. But it is particularly special for me to be honored by ASCS. This organization has meant a lot to me both personally and professionally. I've been enriched by the friendships I've made in the Society and the Society made my professional life not only easier but more fulfilling.

To me, ASCS is the epitome of what a professional organization should be...

It's relevant and practical. It's serious in purpose, but not self-important. And the membership is knowledgeable, friendly and fun. How many other professional organizations can you say that about? Not many.

ASCS is all these things because of the leadership provided by the staff and the Society's directors and officers, and because of the incredible network of members like you in this room. So, although I'm the one lucky enough to be getting the award this morning, I'd like to take just a minute to recognize the work that all of you do...I wouldn't be here, without the tremendous support and efforts I received from so many of you in this room. So give yourself...and your neighbor a pat on the back...You deserve it!

Yesterday as I opened the Nuts and Bolts panel, I mentioned that I'd spent most of last year re-inventing myself and since then a number of you have asked me whether I had any insights to share on the process...

I don't know if you can characterize them as "insights," but I do have a few thoughts about the process, so I thought I might take this opportunity to talk briefly about my experience since, for better or worse, just about everyone in this room may be faced with a similar situation.

Thought #1. It is scary to jump out of the familiar...with or without benefit of golden parachute. I'd been at Bank of America for 22 years. It was scary to think about getting up in the morning with no place to go. Perhaps not as scary for me as it was to my husband, faced with the thought that I might be home all day trying to run his life...What made the discomfort manageable was the network of friends and associates who jumped in to support me, offer advice, and a sympathetic ear.

Thought #2. There's a fine line between mourning and moping. When I decided to resign from Bank of America I lost a company, a career, and lots of professional associations I cared about deeply. Not to mention an office with oriental rugs and access to the corporate jet!

I still miss all of these things. But, if you'll pardon the clichés, the reality is...the past is past, you can't go home again, and as Scott McNealy, CEO of Sun Microsystems, said in another context, "Get over it!"

The reality for everyone in this room is that the companies we traditionally have worked for are changing, growing, shrinking, combining, disappearing, or otherwise reinventing themselves all the time. Now while you may not want to reinvent yourself all the way, take it from me, you may not have any real choice in the matter.

The key to reinventing yourself is being willing to let go of the past. Fortunately for me, I found this surprisingly easier to do that I thought it might be. I'm not sure why. Maybe it helped to have been so close to the process that resulted in the merger -- so I really understood what was going on both before and after. Or, maybe it was the birth of my first grandchild that helped put things in better perspective...

At any rate, I stopped looking backward relatively quickly; I tried my best to avoid second guessing how "the new guys" were handling things; and, on those occasions when I started to moan about nobody giving me the proper credit for all those wonderful things I once did, I had my husband to remind me of how generally imperfect I was at lots of other things -- like mowing the grass, changing oil in the car and similar things I should be able to do now that I had all this free time.

Thought #3. Nobody else loves you like your mother. Mom's are great because they always know you can do anything if you just put your mind to it! Unfortunately, most of us are less certain about this, and the rest of the world wants actual proof.

One of the best things about starting over is it gives you a chance to really reflect on what you do best and what you like to do. I highly recommend those funky tests that help you ferret all this stuff out. I hadn't taken any of them for years and I found them very useful as catalysts for my own thinking about where and how I wanted to spend my time going forward. Fortunately, none of them recommended that I take up sky diving or nuclear physics or anything requiring a radical change to my psyche.

Thought #4. There are other things to do in March and April besides worry about proxy statements.

I suppose this should have been obvious to me, but nonetheless, I was absolutely amazed at how many different ways to make a living there are and how many people are doing wonderful things other than working for an increasingly small number of financial institutions. Not only that, but people are combining careers and jobs in ways that simply were not feasible a number of years ago. It is very liberating, once you get over the initial fear of jumping into something new "at my age." Of course, a good change in control package also helps. You can take more time to investigate the possibilities.

Thought #5. The Internet is really changing everything. Actually, it isn't just the Internet. It's technology and the communications infrastructure in general that have literally turned work and business upside down. In many ways, all large businesses are dinosaurs. Small businesses are "where it's at" -- and thousands and thousands of them start everyday. There's lots of capital around. You may not even need a profit model that makes sense. And, if we're honest with ourselves, these days, there's hardly any more risk in starting something new than in staying with the deceptively familiar. Of course, you may have to give up a few things in the process. In my case it's minor things like heat in the building, elevators that work, and more than a few salary dollars. In return, though, I'm getting zillions of stock options, which may or may not be worth anything, the chance to work with incredibly bright technology wizards, some of whom are almost as old as my son, and the excitement of trying to build a company from scratch. Believe me, building is incredibly more fun than trying to protect what's already built!

Sixth and final thought...Fortunately for most of us in this room, experience still counts a lot...even if it was in a completely different field.

New companies need management. They especially need people who know about company building. People who aren't afraid to tackle anything...from doing the windows to building benefit plans, from creating management teams, to building company strategy. People with connections of all sorts...

Who better than us to do and provide these things -- the quintessential do everything people of corporate America!

So those are my insights about the process of reinventing oneself. Of course, those of you who looked closely at my new title will see that among other things, I'm still a corporate secretary. I just love the job...what can I say.

Again, thank you so much for this wonderful honor. I am pleased to be in such great company!"

Society Chairman Karl Barnickol gives Cherie Sorokin the Bracebridge H. Young Distinguished Service Award at the Society's 53rd National Conference

Society's Teleconference Programs Continue to Thrive

By Harriet Chabrowe, Special Programs Administrator, ASCS

"Watson, come here; I need you." Those 6 well-known words, the first communication via telephone, were transmitted just to the adjoining room -- about 30 feet away. It is doubtful that the speaker, Alexander Graham Bell, although a man of great vision, could have foreseen that his invention would eventually evolve into the complex technology of teleconferencing.

Fast-forward 121 years: The Society cautiously presents its first "Experts-on-the-Line" program on January 24, 1997, dealing with "Direct Registration," and the second on February 11, on "Direct Purchase Stock Plans." More than 700 members and their colleagues participated in the 2 teleconferences. Subsequent programs covered "Transferability of Options," "Granting of Global Stock Options," "Year 2000 Issues," "Electronic Dissemination of Proxy Materials," "Internet and Telephone Voting," and "Technology and the 1999 Proxy Season." On average, each program reaches 1,000 people over 330 phone line connections.

In addition, the Society has utilized teleconference technology to address issues concerning the responsibilities of the Corporate Secretary in a NASDAQ-AMEX company, conduct meetings of the Chapter Presidents Council and explore the topic of "Intermediate Sanctions."

Thanks to generous grants by ADP Investor Communication Services, First Chicago Trust Company of New York, Pfizer Inc., Philip Morris Companies Inc., PricewaterhouseCoopers LLP, and Solutia Inc., that helped defray the teleconferencing service's setup charges to the Society, the only cost to those who connected to the calls were their long-distance charges.

We at the National Office are enthusiastic about the results we have achieved with our programs as well as the potential the technology offers. How else, with little lead time, can you put together a program, line up the "experts," deliver important, and perhaps "hot" information to a huge number of people who don't have to leave their offices or destroy their budgets to get it?

In addition, for those who may have missed the teleconferences or wish to listen to them again, the Society posts an audiofile of the entire session on its website at ascs.org. To play back the file you will need to have or load RealAudio onto your system (a free plug-in is available) and to have a soundcard and speakers attached to your computer. Or you can borrow a tape recording of each program from the National Office. The tapes are available only to members and can be copied before they are returned to the National Office.

And, to top it off, we have enrolled many new members who were appreciative and impressed with this service that we provide.

Now that we know how successful this medium is, we plan to forge ahead and take it to the next level. Future programs will be better and more exciting than ever.

The 1999 National Conference

Trey Paris, Chairman of the National Conference Committee welcomes members to the Society's 53rd annual National Conference at The Greenbrier.
David Halberstam, journalist, author and social historian delivers the Annual Luncheon Address. Mr. Halberstam's latest book, Playing for Keeps, was given to each speaker and panelist in appreciation.
The Society's Securities Law, Corporate Practices and Securities Industry Committee Chairs, Peggy Foran, Kathy Gibson and Pat Trevino give the "ASCS Committee Update."
SEC Commissioner Laura Unger delivers the Opening Address at Friday's morning general session.
NYSE Chairman and CEO (and Society member) Richard Grasso tells members about new challenges at the Exchange.
Alfred Berkeley II, President of The NASDAQ-AMEX Stock Market, brings members up-to-date on the many changes going on there.
Karl Barnickol who ended his term as Chairman of the Society upon the election of Craig Nordlund accepts the Society's gift recognizing his devoted service.
Brian Borders, the Society's Washington representative, raises questions of Al Berkeley following his remarks.
Chairman-elect Gwenn Carr joins immediate Past Chairman Karl Barnickol and newly-elected Chairman Craig Nordlund on stage during the Annual Gala Dinner on Saturday night.
Former Director of the SEC's Division of Corporation Finance Brian Lane (Brian left the SEC on November 12, 1999) makes a point about the "Aircraft Carrier Release" during the SEC Update portion of the National Conference.
Corporate governance "guru" Ira Millstein, senior partner of Weil, Gotshal & Manges brings Society members up-to-date on the findings of the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees which he co-chaired.
Outgoing board members and committee chairmen are recognized for their service during the Awards Ceremony following the Society's Annual Meeting.

Membership               Publications
Deborah Fox              Olga Holmes
(212) 681-2014           (212) 681-2015