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Spring 2001
Volume No. 2
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Pike's Peak and the Garden of the Gods, Colorado Springs,
Colorado
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This year's National Conference, to be held from June 27 to July 1 at The Broadmoor
in Colorado Springs, carries the theme "ASCS: Governance Across the Board."
During the Conference, speakers, panels and breakout sessions will offer up-to-date
information for corporate secretaries and other executives who help to manage
corporate governance and disclosure at their companies. A wide range of significant
issues will be covered, from building a board and structuring its committees,
to dealing with company stock, to examining important legal developments for the
Corporate Secretary. Regulatory matters will also be on the agenda, including
an SEC panel and an update from the Exchanges. In addition, the impact of technology
on the Secretary's office will be addressed.
Among the panelists and speakers scheduled are Peter Coors, Chairman of Coors
Brewing Co., who will begin the business program on Thursday; The Honorable
Ann Richards, former Governor of Texas; Steve Wallman, Founder and Chairman
of FOLIOfn and former Commissioner of the SEC; Bill Gray, CEO of The United
Negro College Fund and a former U.S. Representative; and Michael McAlevey, Deputy
Director of the Division of Corporation Finance, SEC. You should already have
received a conference brochure and registration packet. If you did not, please
visit http://www.ascs.org for information.
 |
Michael McAlevey, Deputy Director of the Division
of Corporation Finance, will be a featured speaker
at this year's National Conference in Colorado |
(this letter from Chairman Gwenn Carr also appeared in ASCS's
Annual Report for 2000 - 2001)
Dear Fellow Member:
I am happy to report in my last letter to you as Chairman of the Society that
I have enjoyed my year as Chairman, working with the Board and partnering with
David Smith and getting to know our talented National Office Staff. During the
year there have been frequent reminders of how special this organization is,
and how membership in the Society adds value to our professional and personal
lives.
We have accomplished a great deal during the 2000-2001 year - the start
of a new century and new millennium! At the outset, my goals were to sharpen
our focus by ensuring that our procedures and processes were appropriate to
our mission and by articulating an organizational model to carry us forward.
I chose to use members of the Board to accomplish these objectives by establishing
"SWAT" teams that examined, evaluated and made recommendations to
the whole Board. In every instance, David's involvement and opinions were
sought, since he and his staff represent continuity and the "face"
that we, as an organization, present to members and to the public.
The "SWAT" teams made helpful recommendations concerning the structure
of our Finance and Audit Committees, our Web site, ascs.org, our director orientation
process, and the guidelines for cooperative arrangements with other organizations.
Their recommendations have strengthened the organization.
I am particularly proud of the results which flowed from the ascs.org SWAT
team. Based on their recommendations, our Web site was redesigned under Russell
Benasaraf's leadership at the National Office, and made much more user-friendly,
with expanded information and helpful links. As a result, visits to ascs.org
have tripled - to almost 400,000 "hits" per month! And, beginning
this summer, as an added benefit, we will be the posting client memos on the
site from over a dozen national law firms.
This year membership reached an all-time high at 4,256, representing almost
3,000 individual companies. That's a lot of people to satisfy! As we grow,
delivering information and services at the local chapter level becomes an increasing
challenge. To address this, we engaged a consultant to examine our chapter structure
and local programming using focus groups as a means of accessing information.
One focus group has been concluded and three more are scheduled at the National
Conference in Colorado Springs this June.
Speaking of Colorado Springs, I hope to greet many of you at our 55th National
Conference which, under Suzanne Suter's direction, will have an extremely
relevant business program including four major addresses, six panels and eight
focused breakout sessions. Each day, after business is concluded, the social
events promise to be the best in recent memory!
I dedicated my year as Chairman to the Quarter Century Club members and hope
that they will be honored by our accomplishments. I also wish to thank all of
my fellow members of the Board and all of you for allowing me to serve the Society
in this special way.
I look forward to seeing you at The Broadmoor.
Sincerely yours,
Gwenn Carr
The April meeting of the SEC and ASCS took place on April 6 in Washington,
DC. At this meeting, many of the topics that were introduced during the December
meeting were revisited, and progress or further concerns were noted or addressed
in turn. Some additional time was devoted to a discussion of accounting issues
that will impact corporate secretaries in the coming months.
Auditor Independence
Bob Lamm began discussion of this topic by noting that it appeared that compliance
with the new rule had not proved difficult. One concern that he voiced, however,
was the possible negative implication of disclosure in the "All Other Fees"
section. Would investors - who might not understand the aggregation of services
in this section, some of which are typically thought of as being audit-related
(e.g., comfort letters) - be critical of amounts that seem high?
Mr. Lamm went on to say that some companies attempted this season to solve
this problem by being more explicit about what was contained in the "All
Other Fees" category. David Martin, Director of the Division of Corporation
Finance, agreed with the assessment, and said that the SEC staff was reviewing
a sampling of proxy statements to see how companies are providing disclosure
under this new rule, and are also attempting to gauge the reaction of investors.
Mr. Martin reminded ASCS members that the SEC has stated publicly in the past
that many of the services in the "All Other Fees" category do help
an auditor do a better job.
A review of the FAQs related to auditor independence followed (these FAQs are
on the SEC's Web site), and Mr. Martin noted that the staff is receiving
fewer questions related to this issue. One often-heard question was repeated,
however - should the audit committee report include all historical financials,
or only those from the last fiscal year? Carolyn Sherman in the Chief Counsel's
office explained that only last year's financials are to be included.
Electronic Media
Kristina Schillinger in the Chief Counsel's office gave an update on reaction
to the Internet release issued in April 2000, saying that although there was
a notable amount of commentary initially, the pace had slowed recently. One
member asked her about the staff's view on the archival of information on a
company's Web site, as this particular issue was not addressed in the release.
Kristina reminded the members that a company is generally responsible for information
on its site and for the information linked from its site, and she noted that
although archiving is a responsible practice, the inclusion of historical information
on a site may affect any duty to update, as well as a Section 5 analysis if
an offering is associated with the material.
Michael McAlevey, Deputy Director of the Division of Corporate Finance (who
will be the featured speaker on the "SEC 2001" panel at the National
Conference at The Broadmoor) briefly covered the topic of electronic roadshows.
Because the Commission felt it "could not go much further" with the
vehicle of no-action letters issued in response to electronic roadshow concerns,
the next logical step will be formal rulemaking. The staff noted that when this
rulemaking is proposed, it will also deal with communications in a broader context
and not be strictly limited to roadshows.
Shareholder Proposals
The staff's processing of shareholder proposal no-action letters was a success
story for the Commission this season - David Martin stated that the staff's
effort produced timely and satisfactory results for all involved. Martin Dunn,
Senior Associate Director - Legal, said that of 382 proposals received, the
staff had fully completed 380, and in so doing had achieved an average response
time of 41 days, including the extremely active period around Christmas and
New Year's Day.
Mr. Dunn noted that he expects that the staff will issue a Staff Legal Bulletin
regarding this year's shareholder proposal process. Among other items, he noted
it is expected that the SLB will include helpful hints about how proponents
can comply with eligibility requirements. In closing remarks on this topic,
David Martin took the opportunity to acknowledge the shareholder proposal team,
whom he watched "with great delight and admiration." He also said
that the SEC's goal in future years will again be to "get it right as fast
as we can," but that "in a perfect world," the Commission's role
would be lessened.
Accounting Issues
Although not on the agenda officially, some time was devoted during the meeting
to an update from accountants in the Office of the Chief Accountant and other
staff members. First among these, Jim Daly, Associate Director - Operations,
acknowledged the trend that has been widely reported - that the staff would
be reviewing periodic reports for many more companies than it has in the past
due to the slow IPO market.
Jack Albert in the Chief Accountant's office talked about proposed FASB rules:
in particular, the elimination of pooling of interest accounting and the change
in accounting for goodwill (that goodwill will in the future be treated as an
unamortized asset unless it can be shown to be impaired). Mr. Albert noted that
SAB 74 can be helpful in that it addresses what to do when FASB adopts new standards.
He also mentioned FASB's continuing work on non-GAAP performance metrics, which
were explored in its report issued this Winter, and referenced some recent guidance
about what should be disclosed in earnings releases. (On April 26th, Lynn Turner,
Chief Accountant, gave a speech during the FEI/AICPA Conference in which he
included a reference to FEI/NIRI's new guidance on earnings releases (www.fei.org/news/FEI-NIRI-EPRGuidelines-4-26-2001.cfm).
In the speech to the conference, he suggested that all CFOs, Investor Relations
officers, and Audit committees take these guidelines to heart.)
EDGAR
The filing peak for EDGAR which falls at the end of March went smoothly this
year, and 30 - 35% of the filings received used "Modernized EDGAR,"
an Internet-based filing system that became mandatory on April 20th. Mauri Osheroff,
Associate Director - Regulatory Policy, explained that "Modernized EDGAR"
did not currently mandate the use of HTML, but that this could be on the horizon
over the next year or so.
Householding
Kathleen Weigand introduced the topic of householding, saying that the timing
of the rule did not allow many companies to take advantage of it this year.
She also noted certain impediments - from the standpoint of implementation of
the new rules and the "ramping up" necessary by market participants.
SEC staff and meeting attendees alike agreed, however, that the start was encouraging,
and that marked progress would undoubtedly be made next year.
Regulation FD
Susan Wolf spoke about some challenges in implementing Regulation FD, and articulated
two distinct requests: the need for additional tools, and further clarification.
One tool that would be especially helpful, Ms. Wolf said, would be the 24x7
availability of EDGAR, particularly since in large global companies, executives
could be speaking at any time somewhere around the globe. If filings could be
posted to EDGAR around the clock, this would alleviate some of the present stress.
And, if posting on the Internet were to count as public dissemination, this
also would help companies a great deal. In addition to these suggestions, Ms.
Wolf and other members also requested clarification in terms of what to do at
conferences, during Q&A's of annual meetings, and regarding the MD&A
section of an annual report (when mailing of the report may be staggered and
may not reach all investors simultaneously).
David Martin, saying first that Ms. Wolf's comments comprised a "great
list" of issues, passed the microphone again to Mauri Osheroff, who agreed
that 24x7 EDGAR availability would be convenient for companies. But she emphasized
that there are physical system requirements which cannot be ignored - every
computer system needs downtime at some point. She also mentioned that there
is a rulemaking project in the works on mandating EDGARization of foreign private
issuer reports, which may be helpful to companies who need to manage filings
in different time zones.
As for posting on the Internet, the question of whether this type of dissemination
should count as "full" disclosure involves issues of access. Mr. Martin
asked rhetorically - "At what point can the Commission be sure that
the entire investing public has access to the Internet?", but he assured
members present that this issue would be monitored, and that the Commission
would act when appropriate.
Although there was specific discussion of many of the reasons behind the request
for additional guidance, answers to these types of questions were put on hold
until the SEC Roundtable discussion on April 24. The Roundtable session, not
discussed in this issue of "The Corporate Secretary," has been covered
in many other newsletters and periodicals. Members can also access the archive
courtesy of CCBN at http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=25191&script=2400&layout=-6.
Executive Compensation
Susan Wolf spoke on behalf of the Society on the subject of Disclosure of Equity
Compensation Plan Information (Rels. No. 33-7944; 34-43892). In her comments,
Ms. Wolf said that the Society does not object to the additional requirements
relating to disclosure, but that, in contrast to other groups who have commented
on the rule, ASCS members do not want the scope of the rule expanded. She also
specified that members favor placing the disclosure in the 10-K (as proposed),
but that being able to choose between narrative and tabular disclosure would
be helpful to many.
The Corporate Secretary and the Board of Directors in
China
 By
Ann Marie Plubell and Ji Jianfeng
As China prepares for entry into the WTO, which may happen later this year
(the date of China's accession to the WTO has been a moving target for some
time, but the upcoming change in leadership within the country, as well as some
further negotiations, are important and inevitable hurdles that must be dealt
with first) corporate governance becomes more of a focal point for businesspeople
and lawyers involved with the effort, both in China and in the US Society member
Ann Marie Plubell, who is Senior Advisor to the Beijing Internet-Networking
Institute, for Internet policy and corporate governance matters, worked with
Ji Jianfeng, Managing Partner of the Summit Law Office in Beijing, to write
this article for "The Corporate Secretary" which explores some basic
aspects of the developing Company Law of China, and practice with regard to
boards and their jurisdiction.
Introduction
In response to some questions from colleagues, we address a few questions about
how the Board of Directors is structured in a private company in China, and
how a private Chinese company handles the jobs normally performed by the Corporate
Secretary in a US company.
In China, a private company is defined as a pre-public, non-state-owned enterprise.
Because of the comparative ease of initiating a relationship with a non-state-owned
enterprise, most foreign companies begin to enter or expand their business in
China through a relationship with a private company.
In China, the law which governs private companies is called the Company Law
of China. Currently, the Company Law of China is undergoing revision, and significant
amendments, including several related to corporate governance, will be proposed.
These changes reflect the modern private ownership structure, and are intended
to prepare China for WTO entry and to bring its company structure into a framework
which is more commonly recognized by foreign investors.
Q&A
The following are a few questions and answers on how the Board of Directors
of a private company functions under Company Law.
- Q: Do private commercial Chinese companies in China have a Board of Directors?
A: Not all private commercial Chinese companies in China have a Board of Directors.
- Q: In companies where boards are present, do the investors elect the Board?
A: Yes, the Board of Directors is elected by the investors.
- Q: How long is the term of a Board member?
A: Generally speaking, the term of a Board member shall not exceed three years
as required by the Company Law of the People's Republic of China. However,
the term of a Board member of a Chinese-foreign equity joint venture company
is four years, while that of a Chinese-foreign cooperative joint venture company
is three years.
- Q: What are the two or three most important duties and responsibilities
of the Board of Directors?
A: The Board of Directors has the following duties and responsibilities:
- to call a shareholders' meeting, report to the shareholders' meeting
and implement the resolutions made during the shareholders' meeting;
- to decide on operation plans and investment plans of the company;
- to formulate plans for: annual financial budget, profit distribution,
increase and decrease of registered capital, and merger and/or dissolution;
- to appoint general manager, deputy general manager or financial controller;
and
- other issues which the Board may consider important.
- Q: Are the members of the Board of Directors paid? What compensation do
Board members receive, if any?
A: Members of the Board of Directors are generally not paid. However, out-of-pocket
expenses incurred by them to attend the Board meeting are borne by the company.
- Q: Are most of the Directors "insiders"? That is, are they employees
of the corporation?
A: Generally, members of the Board of Directors are not employees of the company,
but in some cases, a general manager and/or deputy general manager of the
company may hold the position of a Director.
- Q: Can a Board member be removed from office if he does not perform his
duties or does something which damages the corporation?
A: In the event that a Board member fails to observe certain obligations as
expressly provided under the laws of China, the member may be removed from
office and held liable for any damages or losses, depending upon the seriousness
of his infraction.
- Q: How large is the Board of Directors for a company?
A: Under the Company Law of the People's Republic of China, the Board of a
limited liability company consists of three to thirteen members, while that
of a share company comprises five to nineteen members.
- Q: Is the "Advisory Board of Directors" used? That is, a Board
which does not have the power to vote on company matters but which gives advice
to the managers of the company.
A: A "Supervisory Board" is used as an advisory board on an ad hoc
basis when needed.
- Q: Does a notice need to be issued to each of the Board members for a Board
meeting?
A: Yes, a notice must be sent to all Board members ten days prior to the date
of the Board meeting.
- Q: Can a Board member appoint a proxy to attend the Board meeting?
A: Yes, the Board member issues a power of attorney which specifically provides
for scope of authorization to the proxy.
- Q: Can a Board member be reelected upon expiry of his term?
A: Yes, a Board member may be reelected upon expiry of his term.
- Q: Is there any requirement that must be met in order to sanction the meeting
minutes of the Board?
A: Under the laws of China, the meeting minutes must be signed by all directors
(including any proxies) present at the meeting, and shall become effective
only upon signature.
Assuring Compliance with Company Law - The "Corporate Secretary"
in China
The Company Law of China does not provide for a "Corporate Secretary"
as we know it. The duties normally performed by a Corporate Secretary in the
US also exist in a private Chinese company, but these duties are carried out
by an individual or a specific division in the company designated by the Board
of Directors.
The basic duties of taking minutes and maintaining the books and records of
the company take on added significance in a private Chinese company, because
the individual members of the Board of Directors must actually sign and accept
the minutes. Business transactions may not go forward without signed sets of
the minutes, and signatures must be original. And, as in the US, duplicate sets
of minutes are usually required for transactions. In China, this can pose serious
logistical challenges for those charged with closing transactions in a timely
fashion, if directors are located in several different provinces and cities.
In China, it is often even a challenge to get a signature from a busy person
in the same city, especially if it is during rush hour.
The Corporate Seal
Another unique aspect of Company Law is the use of the corporate seal. The seal
or "chop" has a special significance in China. It has been used for
several thousand years to establish identity and authority, and it has greater
significance than in a US company. The corporate seal is normally held in the
Treasurer's Office and special instructions must be followed in order to get
it and use it to mark a document. And yet even financial statements require
the corporate seal, perhaps leading to the saying, "It takes 48 chops to
get something done, including the Emperor's."
Ann Marie Plubell may be reached at ann.marie@erols.com;
Ji Jianfeng may be reached at summitji@china.com
or summitji@yahoo.com.
The Society has completed its review of responses to its most recent survey
on annual shareholder meetings. This year, 383 companies responded to questions
on issues such as timing and location, procedures, and vote solicitation. In
certain cases, specific data was collected about the outcome of meetings held
in 2000.
Here are some key facts from the survey:
- New York remains the most popular city to hold annual meetings, with 21
companies holding their annual meeting there in 2000, followed by Chicago
(13) and Houston (10).
- May (44%) and April (30%) are the most popular months for meetings by far.
- Most annual meetings are held in the morning (83%). 10:00 a.m. is the preferred
time (40%), followed by 9:00 a.m. (15%), and 11:00 a.m. (11%).
- 20% of companies are requiring a ticket this year, a slight increase from
last year, which was 19%.
- The most favored location for holding annual meetings is a hotel (36%),
followed by corporate headquarters (27%).
- Most companies are holding their annual meetings at the same location this
year as last year (70%).
- 51% of companies surveyed provide electronic voting, up from 39% last year.
Of these, 87% provide voting by both telephone and Internet.
- 39 companies amended their by-laws to reflect electronic voting.
- 41 companies are making their annual meetings available on the Internet.
Of these, 24 are planning a "live" broadcast, up significantly from
last year, when only 4 companies provided a "live" broadcast.
- Most companies (77%) continue to provide refreshments for attendees. 9%
provide sample products, and 6% provide discount coupons or special discounts.
- At most companies surveyed (89%), all board members attend the annual meeting,
and 88% schedule the board meeting for the same day.
Members may obtain a full report on the dates and locations of annual meetings
from the ASCS Web site, http://www.ascs.org,
in the Information Resource Center/Core Document
File section. For assistance, contact the National Office at 212-681-2000.
by Bradley Davis, Founder and President, RECORDSCENTER
This article is based on Mr. Davis's speech at the ASCS Technology Seminar
in March.
How effective is your Board?
Now more than ever, effective corporate governance depends on a successful
blend of people, structure and processes. The increasing demand for accountability,
combined with geographically dispersed board members and company operations,
have made board/executive relationships more difficult to manage and have forced
companies to rethink traditional channels of communication. It is also reshaping
the role of the Corporate Secretary, General Counsel and other officers who
manage both their company's relationship with directors and the impact of board
decisions.
With regard to boards themselves and the way they communicate, three significant
trends may be seen:
Growing Focus on Independent Directors: Companies, both public and private,
are placing increasing value on the expertise and perspective that independent
directors can bring to their boards. This focus on independence dovetails with
a movement toward, smaller, more active boards, who feel greater responsibility
for the shareholders' interests, and take action accordingly.
Increasing Scrutiny of Director Roles and Responsibilities: Shareholders
are becoming more proactive in defining responsible governance and monitoring
compliance. In fact, a recent study by McKinsey & Co. indicated that good
governance is more than a moral incentive - investors actively evaluate and
will pay more for shares of well-governed companies.
An Emerging Role for Technology in Corporate Governance: Technology
has already had an impact on corporate governance by radically shortening communication
cycles. Paper-based correspondence as a primary means of communication has been
displaced, first by the fax and then by e-mail. Previously, a response to paper-based
correspondence in three to five days was acceptable, but with the widespread
adoption of e-mail response expectations are measured in minutes or hours, not
days. These shortened cycles are forcing companies to reexamine predominantly
manual and paper-based support of governance activities. Rapid exchange of accurate
information is becoming a foundation of board effectiveness, and technology
is a key to developing that effectiveness.
Considerations in Leveraging Technology
Leveraging technology to manage corporate governance requires the same decision-making
involved in streamlining any business process. And, as with any process, technology
is an execution tool, not a substitute, for a clear operations charter. Therefore,
a first step is examining the company's structure for corporate governance and
adopting best practices. This entails not only an examination of bylaws, but
also an assessment of performance expectations for governance activities, and
an understanding of how governance structure affects the company's ability to
meet those expectations.
A second consideration is metrics. Corporate governance presents issues for
measuring the return on process automation, because the expenses involved in
supporting board effectiveness may not be centrally tracked or quantified, and
the time and resources required to compile, distribute and report board-related
information may be spread across multiple functional areas. As a result, establishing
guidelines for measuring the savings and gains of process automation becomes
integral in any decision to do so.
If and when a decision to automate some or all board processes has been reached,
a third consideration becomes whether to outsource the process or build a solution
internally. Considerations such as the company's core competencies, information
technology resources, priorities and timeframes need to be weighed against the
competencies, pricing and implementation capabilities of a provider. Outsourcing,
or utilizing the services of a specialized provider, has been shown to be an
attractive option for those companies who do decide to automate business processes,
including governance-related ones.
Outsourcing: Installation versus ASP
Two outsourcing models predominate among providers of corporate governance
and business process solutions: an installation model, typically utilizing a
client/server style implementation, and the Application Service Provider (ASP)
model.
An installation or client/server model works well in a defined, internal environment,
yet presents challenges for external parties who are dispersed and perhaps constantly
on the move. Client/server installations are highly dependent upon uniformity,
so for external parties in multiple locations, who may be using their own hardware
and varying methods of connectivity, the model presents operational issues.
Additionally, software upgrades and enhancements need to be installed and maintained
on both client and server equipment, adding a layer of complexity which may
periodically affect users' access.
A solution provider using an ASP model provides software applications via the
Internet. Because the software is Internet-based and accessible using an Internet
connection and a Web browser, using an ASP does not require major purchases
of hardware, software or support resources. ASPs enable deployments of their
applications within a short time frame, allowing users to distribute information
and communicate with one another in a secure, online environment. And Asps eliminate
the need for maintenance and upgrades of both client and server equipment, representing
lower total costs of technology ownership.
Selection Criteria
Outsourcing any business process requires an internal needs assessment, and
a service provider who listens to your concerns, understands your business processes,
and responds to your needs. These considerations are particularly important
when selecting an outsourcer for corporate governance, because those involved
in the process often are a conservative group of users with varying degrees
of computer literacy. Any considered outsourcer, therefore, should meet the
following baseline criteria:
Specific Functionality: Don't be forced into using a hammer when you
want a screwdriver. There is a wide range of solutions for a wide range of specific
business processes. Be certain to select one that meets your specific needs
and has direct experience with the corporate governance process.
Flexibility: A wide range of providers and functionality also means
a wide range of client service, support and pricing options. Look for flexible
options, including pricing, that scale with the metrics of your company.
Security and privacy: Request a security policy to assure compliance
with industry standards. Verify that these standards are also included in the
service level agreement.
Conclusions
The evolution of corporate governance presents new challenges for Corporate
Secretaries, General Counsel and corporate officers, and fundamentally affects
the execution of their roles. These changes are a direct reflection of the growing
mobility, accountability and independence of boards of directors. In this dynamic
environment, enabling corporate governance through technology is not a luxury;
it may be a business imperative with bottom-line implications, because, in Darwin's
terms, "it is not the strongest that survive…but those most responsive
to change."
Brad Davis can be reached by e-mail at bdavis@recordscenter.com.
March 31, 2001, the last day of the Society's fiscal year, also marked
the end of another successful membership campaign, with the number of members
at a record level. Total membership at March 31 was 4,256 - 127 more members
than at the same time last year, and the number of companies represented in
the Society is now 2,912, which is 65 more than last year. This is due in no
small part to the members who were involved with the campaign: this year 210
ASCS members personally recruited 248 new members, compared to last year, when
131 members recruited 162 new members.
Clearly, the campaign goal of 4,200 members at March 31, 2001 was met, and
the fourteen local chapters who met or surpassed their goals will be honored
at the National Conference in Colorado in June. Of special note are the efforts
of the Kansas City and Oklahoma Chapters - the Kansas City Chapter won
the $1,000 Campaign Recruitment Prize for recruiting the most new members based
on chapter size at the beginning of the campaign, and the Oklahoma Chapter won
the $1,000 Member Retention Prize (retaining all but eight members - a
retention rate of 90%).
Individual campaign recruitment prizes were awarded to Carolyn Coffey of Corporation
Service Company (Rocky Mountain Chapter), for being Top Recruiter, and to John
Molloy of EquiServe (New York Chapter), for being Second Top Recruiter. As Top
Recruiter and Second Top Recruiter, Ms. Coffey won the resort vacation in Puerto
Rico, and Mr. Molloy won the Reno Hilton prize.
In the "One Chance Drawing," Alex Navarro of iTurf (New York Chapter)
won the Florida vacation package, and in the "Chance For Each New Member
Over One Recruited Drawing," Denis Demblowski of Alcoa Europe (Pittsburgh
Chapter) won the Century Plaza prize.
I want to thank all of the recruiters for making this year's campaign
such a success, and for making my first year as Membership Committee Chairman
such a rewarding one!
Kathleen M. Haley
Membership Committee Chairman
The Corporate Secretary is published throughout the year as a service to members of the Society of Corporate Secretaries and Governance Professionals. Articles or statements appearing herein do not constitute legal opinion, advice or judgment and should not be relied upon as such. Inquiries regarding information contained in this newsletter should be directed to Geoff Loftus, at (212) 681-2000 or by e-mail: gloftus@governanceprofessionals.org. Inquiries regarding membership or publication orders should be addressed to:
Membership Publications
Deborah Fox Olga Holmes
(212) 681-2014 (212) 681-2015
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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