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Case Studies

1. At a newly public company, the Corporate Governance Guidelines and Committee Charters provided by outside counsel were inconsistent, and worse, not being followed by the Board. 

We analyzed the governance documents, addressed the inconsistencies, tailored the documents to conform to existing practices, and suggested revisions to other practices to meet requirements.  In doing so, Veaco Group enhanced the Board processes as well as the reputation of the new Corporate Secretary staff with the Board and senior management.

2. The Board evaluation questionnaire used each year by a mid-sized company was outdated and the process was not taken seriously.  The results of the evaluation were not informative.  The Board wanted a more effective process. 

Working with the Nominating Committee, Veaco Group was able to develop a set of questions based on the particular company, its processes and its Board.  In addition, an oral interview with each director was added in the first year to elicit additional information.  The results were summarized and discussed as part of the annual board strategy session and goals were established for the upcoming year for the Board and for each committee based on the findings. 

The Board evaluation process should be refined and adjusted from time to time so that it does not become a routine “check-the-box” exercise on the part of the directors.

3. 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.

Veaco Group is experienced in taking Board and Committee meeting minutes, as well as arranging for their proper storage, and will provide this service if the company does not have appropriate in-house or outside counsel to handle this significant function.

4. 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 go into their first Board meetings with limited knowledge of the company and its senior management. 

Veaco Group can design an new 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.

5. 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 meeting notices, organize your records, and help develop complete meeting agendas, reducing the need for unanimous written consents.

6. 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, and can help the company select a provider. We can also help develop guidelines and templates to regularize how the material is presented. We can analyze the meeting schedule to determine if the Board has an appropriate number of regular meetings based on its objectives and responsibilities.

7. The Compensation Committee of a public company approves equity grants at each meeting. Unbeknownst to the Committee, the list of grantees is not fixed at the time of the meeting. Changes to the list are made following the meeting due to lax company procedures.

For equity grants to be effective, the recipients must be known on the grant date, the number of shares awarded and the grant date must be fixed. In the absence of this information, grants will not be valid. Employees could be disadvantaged and the company's financials could be jeopardized.

Veaco Group has experience advising companies on effective equity grant procedures and the necessary governance processes. Let Veaco Group evaluate your equity grant practices.