Case Studies

1. A newly public company needed to establish a stock administration function and governance practices around equity grants.  We developed sound and practical equity grant processes and provided SOX documentation.  We educated the new stock administrator and others involved in the equity compensation process, facilitated the establishment of a working group, provided share reconciliation guidance and developed an effective equity grant policy adopted by the Board.  We prepared resolutions for various forms of equity grants, and drafted an effective delegation of authority to the CEO based on state law requirements.

2. In a small biotech company, the CEO's assistant acted as the Secretary for the Board meetings, recording what occurred during the meetings, essentially word for word on her laptop. These transcripts became the formal minutes of the meetings.

Minute taking is no longer a ministerial function, and should be handled by someone with experience and knowledge of current governance practices and legal principles; often an experienced lawyer. Well-drafted minutes create an opportunity to demonstrate not only the completeness of the information considered by the Board, but the thoroughness of the process by which the directors reached their conclusions. Inadequate or incomplete minute-taking can increase the exposure of the directors to litigation and even criminal prosecution.

We can act as the Corporate Secretary or educate those with responsibility for minutes.

3. A corporate lawyer was new to the Corporate Secretary role and the company’s Annual Meeting was coming up.  Veaco Group was engaged to educate her and her team on Annual Meetings and other governance processes.  We were able to provide a Time and Responsibility schedule, exemplars of a script, stockholder and proxy committee ballots and minutes for the Annual Meeting and other resources.  We advised on Annual Meeting logistics, security, how to handle a shareholder proponent at the meeting, and more.  The Annual Meeting went very smoothly and the new Corporate Secretary and her team received high marks from senior management and the Board.

4. The CEO of a newly public company wanted to develop processes around communicating with the Board both for regular Board meetings and between meetings. The process was not regularized and the CEO was sending highly sensitive financial results and strategic plans to the Board via regular email.

While practices can vary, best practices would dictate using secure electronic communications to deliver sensitive information to board members. Board member preferences must be respected in the process.

Veaco Group has experience with secure electronic delivery of materials, including the use of ipads, and can help the company select the right solution. We can also help develop guidelines and templates to regularize how the material is presented.

5. When new directors joined a small public company Board, there was no formal director orientation process and no ongoing education for existing directors.  New directors would attend their first Board meeting with limited knowledge of the company and its senior management. 

Veaco Group can design a director orientation program to make new directors more effective, by educating them about the company and also exposing them to its functional heads, such as the CFO, the General Counsel and the head of Human Resources.  We can also recommend ongoing educational opportunities, both in-house and external, so that directors can stay abreast of governance and other relevant new developments.

6. In a fast-growing mid-sized company the CFO was also the Corporate Secretary, but had no support. Meeting minutes were not available to the Board for approvals, records of meeting materials were not consistently kept, meeting agendas did not always reflect all required actions, resulting in unanimous written consents between meetings. Board members were complaining.

The development of agendas to capture required approvals, and appropriate and timely record-keeping for meetings are essential and basic functions of the Corporate Secretary. Veaco Group can provide necessary organization around Board meetings including meeting notices, record organization, and help develop complete meeting agendas, reducing the need for unanimous written consents between meetings.