Society Publications

These publications are comprehensive and practical because Society members with relevant experience are directly involved in preparing them. They are presented below by topic areas.

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CORPORATE GOVERNANCE

2008 Benchmarking Survey Report
The Society's annual benchmarking report covers such topics as: Communicating with the Board of Directors, Board & Committee Composition, and the Types and Frequency of Meetings. (2008)
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Board Committees: Considerations, Structures and Uses in Effective Governance
A monograph that describes requirements, structures and uses of Board Committees (Audit, Compensation, Nominating & Governance, and Special Committees) in effective corporate governance. (2008)
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Chief Compliance Officer - Special Report
A special report done jointly by the Society and Corporate Secretary magazine on the who, what and how of Compliance and Governance Officers. (2006)
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Corporate Minutes: A Monograph for the Corporate Secretary
A guide that examines the purposes of and necessity for corporate minutes, and focuses on the style and content of board and committee meeting minutes, the role of the secretary as minute taker, and the processes for filing, retaining and indexing minutes. (2006)
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Current Board Practices, 6th Study
A report based on a 2008 member survey that identifies practices of member corporations with regard to board organization, committee structure, guidelines, meetings and evaluations. (2008)
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Developing a Web Portal for the Board
With board members often situated in different locations and time zones fast, easy and efficient collaboration can be a challenge. Yet directors are requesting more time to review more materials prior to meetings. Are web portals the solution to meeting the ever-increasing demands of busy corporate board members? This research paper from the Corporate Practices Committee of the Society examines the issue. (Revised in 2008)
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Directors: Selection, Orientation, Compensation, Evaluation and Termination
This monograph focuses on how companies select, educate and keep good directors, and discusses the role of the Corporate Secretary in these processes. It includes sample letters, checklists and forms. (2001)
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Governance for Nonprofits: From Little Leagues to Big Universities
Being a member of a Nonprofit Board has its ups and downs: You're doing service, and that's wonderful, but you've taken on a load of responsibilities that have legal ramifications.
This free publication explains the best practices for governing a Nonprofit and is available as a downloadable PDF, or by using this online publications order form to purchase a hard copy. (Price $5.00) Contact Raul Matos (rmatos@governanceprofessionals.org) if you would like to order a hard copy. (2008)
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Independent Board Leadership: Non-Executive Chairs, Lead Directors and Presiding Directors
A comprehensive look at whether and how companies should split the roles of Chairman and CEO and/or appoint an independent Lead Director or a Presiding Director. (2007)
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Logistical Arrangements for Board Meetings: A Guide for the Corporate Secretary
A monograph focusing on the Corporate Secretary's role in scheduling and organizing board and committee meetings in the company boardroom and on the road. Includes sample forms, lists, charts and scripts. (2009)
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Subsidiary Management Survey 2008
Managing subsidiaries is a challenge -- no two of them seem to come in the same shape or size or legal requirements. This survey report provides a look at how Society members are dealing with the many issues involved in subsidiary management. (2008)
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Subsidiary Management: A Guide For The Corporate Secretary
This monograph provides an overview of effective subsidiary management, focusing on the corporate secretary's role and key aspects of subsidiary governance, such as maintenance of the corporate veil. Several sample forms and references are included. (2010)
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SHAREHOLDER RELATIONS

Manual for Solicitation of Proxies
This publication significantly updates the previous edition of the Manual. The Manual contains practical information to help corporations maximize the number and accuracy of votes received from shareholders during the proxy season. The book includes a unique sample planning calendar for annual meeting. (November 2009)
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Planning and Preparing for the Annual Meeting of Shareholders
A manual covering all aspects of the corporate secretary's involvement in preparing for and holding annual meetings. Includes sample documents and a detailed planning calendar. (2006)
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SECURITIES LAW COMPLIANCE AND DISCLOSURE

Assisting Insiders With Federal Securities Law Compliance: A Guide for the Corporate Secretary
Provides an overview of Section 16, Regulation BTR, Rule 144, and Rule 10b-5, and discusses the role of the corporate secretary in assisting directors and officers with compliance. (2009)
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Directors' and Officers' Questionnaire
A comprehensive sample questionnaire, updated to reflect the SEC's new compensation and related-party disclosure rules that will help corporate secretaries prepare questionnaires for their own companies. Includes practice notes, comments, and regulatory citations. (2008)
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Insider Trading Policies: A Representative Sampling
An extensive collection of insider trading policies submitted by member companies. A 10b5-1 trading agreement is included as an appendix, and the policies are categorized in terms of window period for convenience. (2000)
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Suggested Guidelines for Public Disclosure and Dealing with the Investment Community
A monograph setting forth guidelines for timely and accurate disclosure of material corporate information and suggesting procedures to include in any corporate program in this area. Includes discussion of the SEC Staff Accounting Bulletin concerning materiality, and two important new regulations adopted by the SEC in Fall 2000 - Regulation FD and Rule 10b5-1. (2001)
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ADMINISTERING THE OFFICE OF CORPORATE SECRETARY

2007 Society Technology Survey
The latest numbers from Society members on how and what kinds of software they use for board communications, director and management evaluations, records management, subsidiary management and more. (2007) 
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Compensation Survey Report 2009
A survey report on corporate secretary compensation: the highs and lows of salaries, bonuses and stock options. Data in the report is organized by title and by lawyer or non-lawyer. There is also data on the role and responsibilities of the Corporate Secretary. (2009)
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Guidelines for Evaluating and Selecting Transfer Agent Services
This publication outlines best practices in evaluating transfer agents, and includes a detailed Request For Proposal (RFP) form. (2004)
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Responsibilities of the Corporate Secretary's Office
Based on a recent member survey, this survey report provides detailed data on the duties performed by corporate secretaries and their staffs, and comments on trends visible when comparing current results to those of previous Society surveys. (2001)
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The Corporate Secretary -- Duties & Responsibilities
A complimentary publication describing what the corporate secretarial function is all about - from compliance to board meetings to proxy statements.
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SEMINAR WORKBOOKS

Essentials Seminar Resource Guide
The "Essentials of the Corporate Secretarial Function" workbook provides an outline of the basic duties and responsibilities of the Corporate Secretary's office and includes a bibliography of core materials. (2010)
Hard Copy
 
Issues Update 2008
The "Issues Update 2008" workbook focuses on current corporate governance initiatives such as compensation disclosure, new rules and the proxy process, responsibilities and requirements of directors and investor outreach and communications. (2008)
Hard Copy
 
Publications may also be charged via mail or phone using an American Express, Visa, or Mastercard account. Publications cannot be sent on approval, are not returnable, and are not for resale. Shipment is via first-class mail. All payments must be made in U.S. dollars and drawn on a U.S.A. bank. The Society is nonprofit and does not collect sales tax. Prices are subject to change.

To purchase any of the publications above, please go to our website Store. (Members: Please login before you begin shopping to ensure you receive the correct, member-discounted price for Society publications.)

OTHER PUBLICATIONS:

Annual Report
Audio Library