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Board Committees: Considerations, Structures and Uses in Effective Governance

A monograph that describes requirements, structures and uses of Board Committees in effective corporate governance. (2000)
Printed copy ($90/$50) PDF Download ($60/$35)

Table of Contents

INTRODUCTION
1
GENERAL TRENDS
3
REGULATORY REQUIREMENTS AND OTHER INFLUENCES
7
INDEPENDENCE ISSUES
11
DELEGATING AUTHORITY TO BOARD COMMITTEES
13
LIABILITY CONCERNS OF BOARD COMMITTEE MEMBERS
15
BOARD COMMITTEE PRACTICES AT ASCS MEMBER COMPANIES
19

Role of the Corporate Secretary

19

Committee Structure and Oversight Roles

21

Standing Committees

22

Special Committees

23

Committee Appointment and Rotation Practices

24

Comparison of Core Board Committee Practices

26
LIST OF APPENDICES
29

A: Definitions of Board Committee Independence

30

B: Sample Annual Schedule of Board and Committee Agenda Items

37

C-1: Sample Bylaw Provisions on Board Committees-General

40

C-2: Sample Bylaw Provisions on Board Committees-Specific

41

D-1: Sample Board Resolutions Establishing a Standing Committee
(Compensation and Executive)

44

D-2: Sample Board Resolutions Establishing a Special Committee

46

E-1: Form of Board Committee Charter

48

E-2: Sample Board Committee Charter (Compensation)

50

F-1: Form of Board Committee Self-Assessment

55

F-2: Sample Board Committee Self-Assessment (Nominating/Governance)

57

G: General Background Information for New Committee Members

60

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