Objectives of the Presentation:
- Definition of corporate governance
- Justification for practicing robust corporate governance
- Director fiduciary duties
- The role and responsibilities of the corporate secretary
- Key aspects of preparing artful board and committee minutes
- Techniques for efficiency and accuracy
- Management, storage and retention of corporate board minutes
- Related document retention policies
Artfully prepared corporate Board and Committee meeting minutes are essential to document that the Board and its Committees properly exercised their fiduciary duties by having had robust discussions regarding key decisions affecting the operations of the corporation. This is particularly important in the context of defending (a) plaintiffs’ attempts to pierce the corporate veil, (b) shareholder lawsuits claiming breach of fiduciary duty and (c) in the case of public companies, securities disclosure lawsuits. Consequently, Board and Committee minutes need to be prepared in such a way as to anticipate these types of potential future litigation. It is also important for companies to have properly prepared Board and Committee minutes to be able to reply to corporate governance related due diligence document requests in connection with material corporate transactions and to be able to reply to auditor and regulator corporate document requests. A professional Corporate Secretary, the steward of corporate governance in any corporation, has the skill and experience to properly prepare and manage Board and Committee minutes. This webinar will provide attendees with key pointers regarding the need for and preparation and management of corporate Board and Committee meeting minutes.
- Purposes of minutes
- Required elements of minutes
- Form and style considerations
- Minutes of Board and Committee executive sessions
- Board resolution preparation and presentation
- Review of minutes by auditors and regulators
- Handling of draft minutes and related notes
- Restricted access to finalized minutes
- Methods to store and preserve Board and Committee minutes
- National Association of Corporate Directors (NACD)
- Private Directors Association (PDA)
- Society for Corporate Governance
- Association for Corporate Growth (ACG)
- Association of Corporate Counsel (ACC)
President & CEO ,
Governance Partners Group, LLC
Paul Marcela is President & CEO of Governance Partners Group, a corporate governance services firm that specializes in providing outsourced Corporate Secretary services to companies that seek support in attending to the corporate governance requirements of their Boards of Directors. GPG provides services in the categories of Board and Committee Support, Subsidiary Management and Corporate Governance Program and Process Consulting. GPG focuses on providing governance services to private companies, small to mid-cap public companies and not-for-profit organizations that may not have sufficient internal resources to practice good governance in an appropriately robust manner.
Paul is the Secretary of the Private Directors Association. He has also served the Society for Corporate Governance as Chair of the Society's Private Companies Committee, as a member of the Society's National Board of Directors and the Southeast Chapter Advisory Council and as President of the Detroit Chapter.
Previously, Paul has been Vice President, Secretary & General Counsel of two Cerberus Capital Management private equity portfolio companies, Blue Bird Corporation and North American Bus Industries, Inc., and served as Financial Counsel to Dow Corning Corporation, most recently as Associate General Counsel & Assistant Secretary. Paul's primary legal practice areas have been corporate governance, securities, mergers & acquisitions, corporate finance and litigation management. His current professional focus is exclusively in the corporate governance arena.
Paul earned a J.D. from Case Western Reserve University, a M.B.A. from Central Michigan University and a B.S. from Allegheny College.