logistical arrangements for board meetings: a guide for the

LOGISTICAL ARRANGEMENTS

FOR BOARD MEETINGS

A Guide for the Corporate Secretary

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LOGISTICAL ARRANGEMENTS

FOR BOARD MEETINGS

A Guide for the Corporate Secretary

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January 2009

Dear Reader: The Corporate Practices Committee is pleased to offer an updated edition of “Logistical Arrangements for Board Meetings: A Guide for the Corporate Secretary.” We hope that this publication will be useful to you. It is designed for corporate secretaries who may be new to their jobs, and who are dealing with arranging board meetings for the first time. The Committee would like to thank Jo Bacchi, Cherie Sorokin, Tom Sanger, and Carol Ward for all their work on the earlier versions of this guide. Special thanks go to Kwanza Butler, Kathleen Corey and Beverly O’Toole for their work on this update of the guide. We hope that you will help keep the information in this publication current and complete. Please send any suggestions or comments to Geoff Loftus at the National Office, by e-mail: [email protected] or by phone: 212-681-2004.

Sincerely,

Rhonda Brauer Chairman Corporate Practices Committee

Meetings are a great trap. Soon you find yourself trying to get agreement and then the people who disagree come to think they have a right to be persuaded.... However, they are indispensable when you don’t want to do anything.

John Kenneth Galbraith Written when serving as US ambassador to India

Whoever invented the meeting must have had Hollywood in mind. I think they should consider giving Oscars for meetings: Best Meeting of the Year, Best Supporting Meeting, Best Meeting Based on Material from Another Meeting.

William Goldman Screenwriter: Butch Cassidy and the Sundance Kid

TABLE OF CONTENTS

Introduction ................................................................................................................................ 1

They Want to Meet When? -- Scheduling Meetings of the Board..................................................2 Regular Board Meetings....................................................................................................2 Executive Sessions.............................................................................................................3 Special Meetings............................................................................................................... 3 When All Directors Can't Attend......................................................................................3 Committee Meetings.........................................................................................................3

Teleconferencing and Videoconferencing......................................................................................4 Arranging a Teleconference...............................................................................................4 Arranging a Videoconference............................................................................................5 During the Teleconference or Videoconference................................................................. 5 Using Audio-Visual Presentations..................................................................................... 6 Confidentiality..................................................................................................................6

Can You Be a Travel Agent Without a License?............................................................................6 Arranging Board Meetings Near Corporate Headquarters................................................6 Tips for Smoother Transportation to and from Airports, Train Stations, etc….................7 Hotels............................................................................................................................... 8 Traveling with the Board.................................................................................................. 9

Meetings in a Foreign Country.................................................................................................. 11 Plan well in advance of the meeting................................................................................ 11 Supplies.......................................................................................................................... 11 Retain local expertise......................................................................................................11 Security...........................................................................................................................12 Schedule......................................................................................................................... 12

How are Your Catering Skills? -- Arranging Food and Beverage Service.....................................12

Boardrooms -- No Detail is Too Small........................................................................................14 When the Boardroom Changes....................................................................................... 14 Boardroom Setup............................................................................................................15

Can You Staple, Three-Hole Punch and Run to the Overnight Delivery Service?........................15

Is Rehearsal Necessary?.............................................................................................................. 18

Is There a Script?........................................................................................................................ 18

Who Sits Where and Who Gets Invited?..................................................................................... 18 At the Board Meeting………………………………………………………………………… 18 At Committee Meetings……………………………………………………………………….19 At Other Events……………………………………………………………………………….. 19 What About Security?.................................................................................................................20

Appendix A — Sample Board and Committee Meeting Schedule………………………………….21 Appendix B — Sample Waiver of Meeting Notice…………………………………………………..24 Appendix C — Sample Consent Agenda for Board Meeting………………………………………. 25 Appendix D — Sample Board Travel Spreadsheet………………………………………………….. 28 Appendix E — Sample Board Travel To-Do Checklist…………………………………………….. 29 Appendix F — Sample Food and Beverage Request…………………………………………………31 Appendix G — Sample Boardroom Checklist………………………………………………………..32 Appendix H — Sample Presentation Guidelines……………………………………………………..33 Appendix I — Sample Annotated Board Meeting Agenda...........................................................35

LOGISTICAL ARRANGEMENTS FOR BOARD MEETINGS

A key responsibility of many corporate secretaries is managing logistical arrangements for meetings of the board of directors. Directors may be almost unaware of carefully thought-out, well executed logistics, but poorly thought-out and poorly executed logistics get everyone’s attention. Few corporate secretaries come to the job with significant experience in handling meeting arrangements, and there are few, if any, “how-to” books on the subject. To help fill the gap, the Corporate Practices Committee of the Society of Corporate Secretaries and Governance Professionals has produced this monograph, based on the experiences and practices of members who every day face the challenges of making effective meeting arrangements for board meetings inside company headquarters, or traveling throughout the country or to points around the world. INTRODUCTION The breadth of a corporate secretary’s role is apparent in planning board and committee meetings. A corporate secretary may:

Advise the Chairman or lead or presiding director on matters to be covered at the meeting and on issues of concern to directors;

Make sure legal requirements are observed; Keep track of attendance so as not to run afoul of the 75% rule; Develop or oversee agendas, meeting materials and resolutions for board action; Determine location and other arrangements for the meeting; Handle or be aware of director travel arrangements being on the lookout for items that

could be deemed perks and require disclosure; and Anticipate and respond to director requests and needs in connection with the meeting.

This monograph focuses on the practical aspects of these concerns. Content issues, such as board set-up and structure, minute-taking, etc., are the focus of other Society publications. A catalog of Society monographs and reports is available on the Society's website at http://www.governanceprofessionals.org. Why Worry? Before delving into the “what and how” of meeting logistics, it is probably worth taking a moment to discuss why careful attention to logistics is important. Is it because directors expect personal service? Or, is there something else that makes attention to meeting logistics important?

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The reality is that careful attention to meeting logistics can make the difference between an effective meeting and a disaster. For example, imagine trying to discuss a major acquisition when the board is meeting next to a construction site; when a director is delayed in traffic; when some directors didn’t receive the board meeting materials beforehand; when some directors’ concerns are ignored in presentation materials, or when the room setup makes it impossible for directors to hear or see presenters. By eliminating the need to worry about detail, well-planned board meetings can help facilitate participants’ attention to substance. Well thought-out meeting logistics can actually help improve board effectiveness. Why The Corporate Secretary? It is not unusual for directors to turn to the Corporate Secretary to “make it right” when things do not go smoothly on the logistical front. Many corporate secretaries spend a fair amount of time as a combination of travel agent, meeting planner, catering director and social host, in addition to their duties related to corporate governance. Fortunately, the skills required for these tasks resemble those needed on the more substantive side of a Corporate Secretary’s job: attention to detail, careful planning, understanding the audience and anticipating the future. THEY WANT TO MEET WHEN? — SCHEDULING MEETINGS OF THE BOARD Regular Board Meetings Most companies have an established schedule of regular board meetings. Whether the schedule is set by tradition, by the bylaws or by an annual resolution of the board, an important role of the Corporate Secretary is to make sure the meeting dates “work” for the board. While the most common practice appears to be setting regular meetings annually, some companies have a multi-year schedule. Before setting an annual, multi-year, or quarterly meeting schedule, it is a good idea to send a tentative schedule to directors several weeks ahead. (New directors should receive a copy of the schedule for the remainder of the year.) This can help identify conflicts or scheduling issues in time to resolve them. It also helps to send a duplicate copy of the proposed schedule to the director’s assistant, since he or she is most familiar with the director’s calendar. You might also want to coordinate with company officers who regularly attend board and committee meetings, as well as check the schedules of internal departments that regularly report to the board and its committees, such as audit, finance and legal. Many companies find it useful to schedule meetings to coincide with the required timing of certain actions (dividends, 10-Q, 10-K, proxy, etc.). Keep in mind that it is usually very difficult to adjust the day or time of regular meetings once they are set, because of directors' busy schedules. A sample annual board meeting schedule is included in Appendix A.

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Executive Sessions Most companies schedule these private sessions of the board for before, after, or during the board meeting, and consider them an extension of the board meeting as a whole. Many companies find that at the end of the regular meeting is easier, so that anyone attending in-person or via phone who is not required to attend the executive session can leave. Directors usually develop a feel for what works best for them. Special Meetings Special meetings of the board or committees may need to be called on short notice. Company bylaws may set minimum notice requirements, but they also frequently provide for a process for waiving notice when necessary. This process typically requires that those directors unable to participate execute a document specifically waiving notice of the meeting and, in some cases, consenting to the actions taken at the meeting. Unanimous written consents may work in a pinch if an actual meeting is too difficult to do on short notice. Appendix B provides an example of a waiver form. Appendix C contains a sample consent agenda, where a board meeting schedule is agreed upon, and routine matters are quickly approved. Experienced Corporate Secretaries have found that “calling first, scheduling later” is a good practice in arranging special meetings. This makes it possible to give a range of tentative times to directors and then to schedule the special meeting to achieve maximum attendance. Factors to be considered in scheduling special meetings include lead time to distribute materials, travel time for directors and presenters, holidays, and the availability of meeting facilities. When All Directors Can't Attend There will be times when all directors will not be able to participate in a special meeting. In such cases, the Corporate Secretary, in consultation with the Chairman/CEO or lead or presiding director, will need to determine the course of action, keeping in mind the requirement for 75% attendance. The Chairman or lead or presiding director might choose to schedule the meeting at a time when the maximum number of outside directors can attend, or, all else being equal, schedule the meeting when the director with the most expertise or the director who has the most questions can attend. Another option may be to have the director call in for the meeting. See the section that follows on teleconferencing and videoconferencing for tips on these types of arrangements. As soon as possible after the meeting, the Chairman or lead or presiding director should call any director unable to attend for a meeting post-mortem. Committee Meetings Some companies hold committee meetings immediately preceding or following regular board meetings and executive sessions. Some, however, schedule committee meetings for the day

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before the board meeting. And some committees meet at times quite separate from regular board meetings, for example, when earnings releases need to be reviewed before publication or when audit reports require review. When committees meet around the time of the board meeting, some companies schedule simultaneous committee meetings. This practice is obviously less feasible when committee memberships overlap. Serial meetings can also present difficulties, if one or more directors have “down time” between meetings. However, such gaps in meeting times do provide opportunities to schedule meetings with members of senior management, or a tour of company facilities.

Sample Board Schedule with Multiple Committees on the Same Day

8:00-12:00 Audit Committee Meeting (CFO attending) 12:00-2:00 Nominating Committee Meeting 12:00-1:00 Audit Committee meets with internal audit staff 2:00-5:00 Board Meeting 6:00-8:00 Board Dinner

TELECONFERENCING AND VIDEOCONFERENCING Teleconferences and videoconferences can be used to include a director who cannot be physically present at a regular or special meeting. They also are an option for handling routine board matters, so that when directors meet face to face, more time can be devoted to complex issues. While many companies routinely use video and teleconferences, particularly if directors are dispersed geographically, others find that they are not optimal, because boards work best when they meet face-to-face. Some companies never use them, and require in-person attendance at all board meetings. Corporate Secretaries are frequently called upon to make directors aware of when teleconferences or videoconferences are an option, and, when they are not, to arrange for participation when necessary. Here are some steps to take in arranging audio/visual conferences, and tips for success: Arranging a Teleconference Option 1: Corporate Secretary places the call. This depends on the telephone system in the meeting room and how many people are going to participate. Usually one or two people can be conferenced in conveniently. Option 2: Long distance or company operator places the call. This may require advanced planning, so that the operator has a list of participants and their phone numbers.

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Option 3: Establishing a call-in conference — the most likely method for a full board meeting. The Corporate Secretary can be the host to receive the charges. This is a very convenient, effective method as long as everyone remembers to call in at the correct time. Also, you can arrange with the long-distance operator to call some directors at their offices, and have those traveling and not easily available call in on their own. This is convenient for directors who can participate for only a portion of the meeting. Regardless of the approach you take, make sure that:

• you are holding the meeting on a secure line with a secure access code • all participants know how the teleconference is being conducted and have any necessary

numbers and pass codes • participants who are in different time zones understand the time difference and know the

local time when they are supposed to call • there are U.S. and non-U.S. options for calling in • Corporate Secretary knows where every participant is calling from in the event of

problems • Corporate Secretary remains on the line to ensure that all participants are able to dial-in • a technician is on hand to deal with any issues

Arranging a Videoconference This may require locating a facility outside the company’s offices, though fortunately many cities have videoconference facilities available. The drawback is that directors may have to be transported to another location, and outside people may be required to operate the equipment, creating potential confidentiality problems. During the Teleconference or Videoconference At the beginning of the meeting the Chairman, lead or presiding director, or the Corporate Secretary typically takes the roll call of those not physically present and identifies those who are attending in person, to make all attendees aware of everyone who is participating. During the meeting, if all participants are not active in the discussion, the Chairman or lead or presiding director might periodically ask those not physically present if they are still able to hear or see. Also, each new entrant to the meeting should be introduced. Microphone technology is continuing to improve, but it is still a challenge for all parties in the meeting to understand and keep up with all that is going on. Those who are used to teleconferencing or videoconferencing learn to ask questions and ask for something to be repeated, but those less accustomed to these types of meetings may be timid about interrupting. If there are fewer microphones than speakers in the room, special consideration might need to be given to seating the participants in the meeting so that the presenters can be heard. Arrangements will depend on the microphone system.

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Using Audio-Visual Presentations The best method for helping those who are not present to follow along is to fax or e-mail a copy of the slides or presentation material to them, either prior to or during the meeting. When that is not possible because the participant does not have access to a fax machine or e-mail, or, more importantly, when there is a concern about sending confidential material to a director who is at a public location, the presenter must make an extra effort to describe the material presented. This is easy to forget, and the presenter may need to be reminded. Confidentiality

Maintaining the confidentiality of matters discussed at a teleconference or videoconference meeting can be a challenge. There are conference services that offer varying degrees of security measures, but at a minimum, new participants are usually announced by a special tone. Once a meeting has started and you hear the tone, make sure the Chairman or lead or presiding director finds out who just joined the meeting.

Directors who are calling into the meeting need to be aware of their surroundings. The Society suggests that:

• Cell phones not be used unless they have security features that prevent others from listening in on conversations. (Even with a secure cell phone, background and transmission noise can be extremely distracting to other meeting participants.)

• Airplane phones should not be used. (Same problems as cell phones.) • Calling into a meeting should be done from a private office or residence, not a hotel

lobby or open office space. • Confidential material should not be faxed to a director at a public location (office or

hotel). Password-protected e-mail is a better option. If you schedule executive sessions during any meetings, you should make sure that the appropriate individuals are disconnected as appropriate.

CAN YOU BE A TRAVEL AGENT WITHOUT A LICENSE? Arranging Board Meetings Near Corporate Headquarters Out-of-town directors will need transportation to and from the meeting, and if an overnight stay is involved, to and from their hotel. At some companies, directors make all their own travel arrangements, at other companies the Corporate Secretary handles everything.

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In any case, the Corporate Secretary will typically be expected to:

• Make directors aware of the company’s travel and hotel policy (including the company’s policy with respect to use of corporate aircraft, or first class, business class or coach travel).

• Make sure directors have a list of company-preferred hotels and airlines if they choose to make their own travel arrangements.

• Make directors aware of the company’s policy on travel insurance, and any rule that limits the number of directors who travel on the same plane.

• Make directors aware of the procedure for obtaining reimbursement for travel expenses. • Make sure directors have directions from the airport or train station to their hotel and the

meeting site, or arrange to pick them up. • Know the flight arrival and departure time, the airline, flight number (or train schedule)

for each director. • Arrange for adequate parking at the meeting site for directors driving to the meeting and

advise them of the location, costs, etc. • Make sure directors arriving on their own know where the meeting will be held and how

to access both the building and the room (very important in secure facilities), particularly if they may arrive late. You might choose to provide directors with security passes to enable easy access to facilities and alert security regarding their pending arrival.

• Know where directors will be staying if they are remaining in the area after the meeting. Tips for Smoother Transportation to and from Airports, Train Stations, Etc. Many companies make arrangements for directors to be met at the airport or the train station and to be driven to the meeting place. Practices vary as to whether directors are met with limousines, town cars, or by local staff with company cars. These tips can help avoid problems, whatever the arrangement:

• Be clear about the meeting place, e.g., gate, baggage claim, curbside upper level, etc. • Be consistent in the meeting place from meeting to meeting, when possible. • Provide the director with a number to call if the car is not where it is supposed to be. • Provide the driver with a photograph of the director or a sign with the director’s or

company’s name. (If possible, match the same driver and director for repeat meetings.) • Provide the director with directions on how to get to the meeting facility or hotel, just in

case the driver never shows up and the director must take other transportation. • Know about current construction projects, and advise directors of any detours or delays. • Get the driver’s cell phone number, so you can check on the status of a particular director

if he or she is running late. • Keep track of any travel delays and have back-up plans if inclement weather is expected. • Make sure traveling directors know how to reach your office if they encounter any

transportation issues.

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When the board meeting will not be held near a major airport, and traffic or travel time may be an issue, some companies arrange helicopter transportation from the airport to the meeting place. In such a case, a back-up plan is highly advisable since inclement weather or mechanical problems can always occur. Careful attention to all travel and transportation details can save both the director and the Corporate Secretary embarrassment, as well as help ensure that the director does not arrive late or flustered because of transportation glitches. Many companies help make sure there are no misunderstandings or surprises with respect to travel by establishing a standard procedure for communicating with directors about their travel plans. Many companies also have a spreadsheet to track travel plans and preferences. Appendix D provides an example of such a spreadsheet. Hotels Many Corporate Secretaries handle all lodging arrangements for directors. This process includes determining director preferences for type of room and bed, selecting the hotel, negotiating rates, arranging billing, confirming dates of arrival and departure, and providing directors with the hotel address and phone/fax numbers, reservation dates and confirmation number, cancellation policies and billing arrangements, and the like. (When traveling, the Corporate Secretary might want to consider renting out an entire hotel floor or an entire hotel if it’s a small establishment and the budget permits.) In the event a director makes his or her own hotel arrangements, experienced Corporate Secretaries prefer to know where the director is staying in case of last-minute deliveries or meeting plan changes. The company’s philosophy and budget constraints in accommodating directors will undoubtedly have the effect of narrowing the choice of hotel. Most directors are sensitive to cost, and will choose to stay at a hotel where the company has a corporate rate, or perhaps at a corporate apartment. Of course, the Corporate Secretary can work with directors to accommodate any particular preferences or needs. Hotels are also sites for meetings and other important occasions. Sometimes, particularly when meetings are not in the headquarters city, the Corporate Secretary will know in advance that a particular facility is not “up to snuff” in some respect, but no other facility may be available. In such cases, some companies may negotiate with the facility and pay for upgraded service — for example, adding additional waiters in the dining room for a major client/board dinner. When all else fails, a “heads up” to directors in advance about what to expect can be helpful. Any time a meeting is being held in a location new to the company, the Corporate Secretary or a delegate should scout out the location well in advance.

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Traveling with the Board When meetings are held outside the headquarters area, the Corporate Secretary is likely to handle travel arrangements not only for directors, but also for officers. Although some companies have the capability in-house to handle all logistics for such meetings, many Corporate Secretaries have found the services of destination agents or hotel concierges to be very helpful, particularly in terms of ground transportation arrangements. If the board plans to travel, the Corporate Secretary frequently has overall accountability for making the arrangements. Matters to consider include the following: Are there company policies in place that define what level of support is provided when the board travels? If not, you will need to work on developing these policies. These may be identical to those that are applied to board members traveling to board meetings at headquarters, but they may be different.

Will the company reimburse for first class airfare, for example? What level of payment will the company reimburse for private aircraft travel? Will directors be expected to stay at the same hotel, or can they stay at their favorite hotel if they desire?

Do cost guidelines need to be communicated to directors? Keep in mind perks that may need to be disclosed in company proxy statements.

Will company aircraft be used to fly directors and officers to out-of-town meetings? Booking the aircraft might be handled through other offices, but the Corporate Secretary could be involved in a number of things related to use of corporate aircraft. For example, the Corporate Secretary is frequently the one who determines who flies on which plane, who ensures that company policy limiting the number of officers and directors per plane is followed, who orders refreshments, who arranges for special transportation to and from the private air field, etc. Is there someone else who can help, particularly someone who has more expertise in travel? If your company has a department in charge of employee travel, consider enlisting the help of the people in that function. If the company does not have a travel department, explore the budget implications of hiring a consultant. There is an expertise in making travel arrangements, and you will be hard pressed to acquire it at the last moment. What does the board expect in terms of support? If there are clear company policies in place, then the task is easier. If there are no policies in place because the board is traveling for the first time, or because policies have simply not been developed, the task may be more difficult. A consultation with the CEO or CFO may be the best first step to work out what type of arrangements management believes are appropriate.

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Have you developed a director questionnaire to help identify board needs when traveling? Such a questionnaire might include requests for information such as:

Frequent flyer numbers Passport numbers and expiration dates Smoking versus non-smoking hotel room preferences Dietary requirements and other health-related needs Religious needs if traveling over Sabbath or religious holidays Emergency contacts, and Whether directors would like to have you make their travel arrangements, etc.

You are likely to discover that there is a great disparity in what board members want. Some prefer the flexibility of making their own arrangements; others want a great deal of support. Is there adequate meeting space? If you are charged with making arrangements for the board meeting, make sure that you anticipate your meeting room requirements and book early. You’ll need to ensure that the meeting rooms are appropriately soundproofed to provide confidentiality during board meetings. Look for rooms with solid walls rather than “air walls.” In some cases, your company’s situation might dictate that you assess the hotel and location from a security standpoint as well. If possible, visit the facility prior to the meeting to check for problems. Make sure that you have a contingency plan if someone becomes ill. It is helpful to know an excellent emergency room and how to reach it. Particularly in non-English speaking countries, it is helpful to know how to find an English-speaking physician and dentist. Ordinarily the hotel (or the company’s local office) can help you find out this information. As a backup, you may want to carry a dictionary with a medical section. Having a medical contingency plan can ease a difficult situation should a problem arise. What about spouse travel? It might be unusual for spouses to be invited for a one-day meeting in New York instead of Chicago, but it may be common for a five-day board trip to Europe. If spouses are invited, will the company reimburse for their travel? In the U. S. the spouses of directors are subject to different tax rules than the spouses of employees. If you provide transportation and other benefits for spouses, will the company gross-up for any imputed income tax impact? The company’s tax adviser can help make sure that there are no income tax surprises at the end of the year for directors. Keep in mind that this might be considered a perk and need to be disclosed. When spouses are invited, is the Corporate Secretary expected to arrange activities for the spouses when the directors are in meetings? If so, having someone accompany them can be helpful, since the Corporate Secretary must usually be fully dedicated to directors’ activities. Spouses are likely to expect that they will have choices for planned activities. They may change their minds when the group is actually together. Often a local company office can help develop ideas and make arrangements for special tours or local events, help coordinate events, and make sure someone is on hand to deal with the inevitable last minute changes. (Again, keep in mind the possibility that these activities might be considered perks unless directors pay out of pocket for them.)

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When should the Corporate Secretary arrive at the site? For out-of-town meetings, most experienced Corporate Secretaries plan to arrive, or have a trusted staff member arrive, well in advance of the board meeting to pre-check the hotel and meeting location and make any needed last-minute changes in advance of directors’ arrival. If you are working with a travel planner, he or she typically makes on-site visits well in advance. MEETINGS IN A FOREIGN COUNTRY Taking the board overseas has its own set of challenges. While we have covered some important considerations, here are a few more tips to consider if the board travels internationally. Remember, moving the meeting to a foreign destination, especially one where English is not the primary language, amplifies all the directors’ needs for service, while diminishing the staff and the resources you normally have at their disposal. Plan well in advance of the meeting Test your plans by traveling six to nine months ahead of the scheduled meeting date and follow the same itinerary laid out for the directors. Time routes between airports, hotels and venues to be visited; make sure hotels, restaurants and other locations are workable and will meet the directors’ needs and expectations. This is not something you can leave to the local corporate office, because local office personnel will not have the same appreciation for the directors’ expectations as you do. If it is not possible for you to make this preliminary trip, then make sure it is done by a trusted subordinate, one who understands the board’s needs. Be sure to check if there are any visa or passport requirements to travel to your planned destination and assist in obtaining any necessary documents beforehand. You might want to assemble some background reading regarding the country — something you can give your directors in advance to give them a feel for their destination. Supplies If audio-visual equipment is required, consider traveling with backups (along with any necessary extension cords, electrical converters and telephone adapters). Remember that directors may need support such as electrical converters, fax capability, telephone lines, and computer hook-ups. Appendix E provides a sample of one company’s to-do list for overseas travel. Retain local expertise If you have a corporate office in the meeting locale, you should be able to rely on your local personnel to follow through on the details of arrangements you make. You may also want to involve them in your planning. Better still, line up a bilingual travel planner who is familiar with the country or countries you will be visiting. When making arrangements for travel and accommodation, local knowledge and local contacts are invaluable.

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Security Depending on the security of the destination the board is visiting, maintaining a safe and secure environment for directors can be a challenge. Involve your own security personnel early in the planning stages. And consider traveling in a less conspicuous manner. Do not identify your group by its corporate name on flight or hotel manifests. If necessary, adopt a low-profile code name for your board. Your security personnel can research local conditions to be sure you won’t be caught unawares by current events. Travel to most destinations is largely routine, but taking security precautions, or at least gauging security conditions, is a prudent thing to do. Schedule Depending on the number of time zones you will be traveling through, it is best to give directors a chance to reset their internal clocks upon arrival at your overseas destination. Schedule your first business matters on a Monday or Tuesday in order to allow the directors to travel over the weekend. Travel can be physically taxing, so keep your schedule reasonable and flexible. If you are traveling to more than one destination, be sure to plan for delays in flights and transportation. It is also a good idea to have a coordinator traveling one day ahead of the board to confirm all arrangements in advance of their arrival. Emergencies If the board is traveling internationally, be prepared to deal with lost passports. Carry a list of the passport numbers of your directors (and their spouses if attending), and determine in advance the procedures for obtaining emergency passports. Bring along the address of the U. S. embassy or consulate. A good practice is to photocopy all passports before leaving the U.S. Contingency Plan for Medical Emergencies It is helpful to know the location of a nearby hospital and how to reach it. Particularly in non-English speaking countries, it is helpful to know how to find an English-speaking physician and dentist. Better yet, have some names handy in advance. Ordinarily the hotel (or the company’s local office) can help you find out this information. As a backup, you may want to carry a foreign-language dictionary with a medical section. Having a medical contingency plan can ease a difficult situation should a problem arise. HOW ARE YOUR CATERING SKILLS? — ARRANGING FOOD AND BEVERAGE SERVICE One important fact to remember in arranging food and beverage service is that some participants have special needs or preferences. Sometimes the preferences are related to dietary or religious requirements. Many Corporate Secretaries have learned by experience to ask directors about their preferences in advance to avoid having to make special arrangements after the meeting has begun.

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To simplify planning and help assure that nothing is left out or misunderstood, many Corporate Secretaries have developed a checklist that covers key issues related to food and beverage service. As answers are developed for each item on the checklist, they can be transferred to a document that can be given to the vendor/hotel management, or other staff involved in setting up the service. Appendix F presents a request list for food and beverages. Below are some food and beverage tips that Society members have learned through long experience, that may save you headaches as well as expense:

Continental breakfasts in the meeting room for early morning meetings help take the edge off the early hour, but watch what actually gets consumed, especially at hotels, which tend to allow 1-2 muffins per person and charge accordingly. Have food set up one-half hour in advance of the meeting to accommodate early arrivals.

Often outside vendors will not be sensitive to avoiding interruptions during the course of the meeting, and boards typically don’t break at regular times, so arrange for enough coffee, tea, juice, etc., to last the full time of the meeting.

Setting up a separate service table for food and beverage in the meeting room allows directors to serve themselves easily without disrupting others.

When serving in the meeting room, don’t forget to set up a place for directors to return used plates and cups. Many will prefer to move them off the meeting table once they’ve finished.

It’s advisable to include water, diet and caffeine-free soft drink alternatives, dairy and non-dairy creamer, and sugar and artificial sweetener anytime you serve beverages, even in the early morning.

Watch out for noisy “sterno” or electric or gas burners under warm beverages. These can be very annoying during a meeting.

Know your directors’ food allergies, desires for vegetarian or kosher alternatives, and favorite specialties. And watch out for known troublesome combinations, such as shellfish and alcohol, which can cause sudden allergic reactions. Seek the advice of catering staff on food combinations that do or do not work well together, especially if you are not used to planning lunches or dinners.

Consider featuring company or customer products, when appropriate, such as wine grown by a customer, produce grown by someone to whom the company rents land, or fruit raised by someone who regularly purchases the company’s agricultural products.

When on a tight budget, keep most of the meal simple, and splurge on dessert. Vary the cuisine from meeting to meeting. Buffets are great when you don’t know how many directors will be there, or when you

need to speed things along. (It’s a good idea to try for access on both sides of the table.)

Keep flowers or centerpieces low, so directors can see one another and carry on a conversation.

When the group is large, consider several tables rather than one long one. When using place cards, especially with guests the directors might not know, put the

name on both sides of the card so people across the table can see the name as well. When using assigned seating, keep track of who sits next to whom at various events,

so you can change the seating around the next time. At large dinners with assigned

13

seating, give out table assignment cards or post a seating list on an easel at the entrance to the dining room.

BOARDROOMS—NO DETAIL IS TOO SMALL As communication technologies evolve and company leaders become accustomed to using technology, companies are updating their boardrooms. The room in which the board regularly meets may no longer be designated the “boardroom,” but may be a multipurpose meeting place. Rather than have one large formal table, the boardroom setup may feature smaller tables that can be joined into a large table, so that the room can be rearranged for classroom seating, auditorium seating, or an open area for stand-up meetings or receptions. Information technology is increasingly an important part of boardrooms. Some of the audio-visual capabilities that are continuing to be improved include rearview projection, personal computer projection, overhead projection with a camera to record handwritten meeting notes as they are projected, sound enhancement, teleconferencing and video conferencing equipment, lecterns with controls for the equipment, remote operation of lights and window coverings, and much more. It’s a good idea to make the equipment as user-friendly as possible, and include a basic overhead projector. Most directors are not impressed by flashy presentations, but are most interested in having the necessary information provided in a concise, easy-to-grasp manner. Some boards are even requesting fewer or no A/V presentations, so that meeting time can be spent actively discussing written presentations sent out in advance. When the Boardroom Changes Because Corporate Secretaries are responsible for preparing the boardroom for board meetings, they usually are called on to participate in planning for boardroom changes. Most often those plans are part of a reorganization, relocation or change in the methods of doing business, which may be the result of globalization, consolidation or expansion, merger or acquisition, a new management team with a culture change, or adoption of new technology in all aspects of the business. Among the considerations in evaluating the benefits of investing in new technology in the boardroom are:

Will the room be a dedicated board room or a multipurpose room? Will the improved technology help the directors reach better decisions more easily? Will use of the facilities/technology by management and staff justify the cost? Will the improvement outweigh the cost? Will the facilities/technology fit the operations style of the company? Will the improved technology enhance the communication between management and

the directors? Will the facilities/technology accommodate advances in technology as they become

available?

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Whatever audio-visual capability is available, it is usually the Corporate Secretary who is called upon to make necessary accommodations if something fails during the meeting, so he or she must fully understand the operation of the equipment and be sure help is available when required. Boardroom Setup Regardless of whether the boardroom is traditional or modern, elegant or plain, technologically advanced or paper-and-pen simple, a principal responsibility of the Corporate Secretary is to see that it is arranged appropriately and that everything is in good working order for each meeting. A typical checklist might include:

Make sure there are enough chairs at the table or elsewhere in the room to accommodate those attending or making presentations at the meeting.

Make sure the room and furniture are dusted and vacuumed and that there is proper lighting. Establish standards with the staff well in advance.

Try to anticipate how different times of day will affect the light in the room and the heat. Once the meeting starts, it can be disruptive to have to call in building engineers to correct room temperature or bring in more lights.

Make sure shades or curtains are in working order. Make sure audio visual equipment is working and that A/V staff is alerted to assist

with presentations, if appropriate. Consider reviewing with A/V staff all presentations prior to the meeting to solve any formatting issues. Confirm that the A/V staff has backup equipment handy.

Make sure each place has a pad of paper and a pencil or pen, and perhaps a small cache of mints or hard candy.

Make sure water and water glasses are on the board table, or on the beverage table. Make sure that materials to be distributed at the meeting are put at each place, or held

in readiness at the proper location for distribution during the meeting. Consider using manila or clear plastic folders labeled with each director’s name for distributing material at the meeting. The folder can be passed out as directors enter the meeting. This helps ensure that each director gets everything and saves passing material around the board table.

Make sure confidential materials, such as directors’ notes, are removed and destroyed at the end of the board meeting.

Appendix G includes a sample boardroom setup checklist. CAN YOU STAPLE, THREE-HOLE PUNCH AND RUN TO THE OVERNIGHT DELIVERY SERVICE? Distribution of materials for board and committee meetings is a prime responsibility of Corporate Secretaries. Timing for delivery varies widely, but the norm seems to be to send out materials about three to seven days in advance with most companies leaning toward seven days. Delivery of materials in advance enables directors to be better prepared for the meeting, and

15

adequate preparation is a key component of a director’s “duty of care.” Some boards prefer to get advance materials electronically, others prefer overnight delivery. Some companies use secure online programs or dedicated intranets that can be a repository for board materials. (This is only useful if the entire board agrees to electronic distributions — otherwise Corporate Secretaries end up doing everything twice: hard-copy and electronically.) The process for putting together a quality meeting package starts with setting the schedule for delivery and then working backwards to determine a reasonable date by which material needs to be received. One or two days in advance of sending out is typical, but this can vary depending on the amount of review or “rewrite” work the Corporate Secretary is expected to do. Many companies mandate a particular format or style for all board materials. Others allow flexibility. In the latter case, there may be more work for the Corporate Secretary in reviewing the materials to make sure they are appropriate. Some companies request that materials for the board be prepared in black and white rather than color as a way to save cost and time. Many Corporate Secretaries play a pivotal role in helping to develop presentation materials for the board. They generally have considerable knowledge of director preferences and understanding of particular issues, and therefore can help officers avoid pitfalls or wording that may not be meaningful to directors. It may be helpful to periodically remind officers of the requirements for board materials and presentations. Appendix H shows how one company provides guidelines for presentations. Here are a series of typical steps to take in putting together a meeting package:

Alert appropriate staff, in writing, of the deadline for delivering materials to be included in the mailing and any mandatory style requirements.

Create an index of materials that will be contained in the meeting package. Keep track of what material has been received and what is still missing. Material

needs to be kept in a location where it can easily be found when it is time to assemble the meeting package. Depending on the subject matter, it may need to be a secure location.

Review material as it comes in for clarity, conformance to style requirements, etc. Most Corporate Secretaries play a role in making sure that the material is in a format that is acceptable to the board, doesn’t contain jargon, and makes clear what action, if any, is needed.

Make corrections to material or send back for corrections, as appropriate. Be sure to build enough time for this editing process into your scheduling process.

Draft or finalize any necessary cover letters or resolutions to accompany the meeting material. Corporate Secretaries frequently compose a cover letter or executive summary to explain complex documents.

Keep an eye out for action items that would require a resolution. Resolutions would typically be drafted before this time, but sometimes officers may not be aware that the board will need to adopt a formal resolution to effect what is being requested. In addition, there are frequently last-minute changes needed to resolutions, as the terms

16

of transactions can change, and the review process for resolutions may also involve several sets of people.

Match material to the appropriate agenda item. Having a check list to track what material has been delivered, and for which agenda item, helps avoid last-minute panic. As the deadline for the material nears, you can begin to call the inevitable “late deliverers” to prompt them.

For each agenda section, include biographies of presenters, if the board does not know the presenters.

Put materials in agenda order and number to coincide with agenda numbers. This helps directors keep track of which materials relate to which agenda item. Avoid numbering materials too early in the day, as agenda ordering is always subject to last-minute changes.

Insert “standing” items that are included in the package for each meeting, regardless of agenda. For example: notice of meeting; attendance list for the meeting; list of director (and spouse) names and phone numbers; list of key senior officer names and phone numbers; list of names and numbers to call if travel plans change or there are unexpected problems in making the meeting; director attendance record for the year-to-date; list of CEO or Company objectives for the year.

Insert all material in a notebook or folder for each director. It helps to label each notebook or folder with the director’s name. Material may not be the same for each director. For example, some directors may receive committee materials in addition to board materials if their particular committee will be meeting on the day of the board meeting. Some documents may require the signature of certain directors, but not others, etc. Alternatively, the papers for each committee meeting can be bound separately, which may ease preparation and allow separate mailing, avoiding the need to hold all packages while waiting for one committee’s late materials.

Review each package to make sure it is complete. This quality control step helps assure that no materials are left out of one or more directors’ packages.

Keep tight control over copying and collating process due to the sensitivity of materials.

If one agenda item is holding up the board book, distribute the book with a placeholder tab and deliver the delayed information or presentation later. In many instances when meeting materials cannot be distributed in advance, copies can be delivered to the board or committee room for distribution. Folders should be handed to directors as they enter the room or left on the table for pick up by each individual director. At many companies, directors bring their pre-meeting materials with them to the meeting. At others the Corporate Secretary provides a duplicate set of meeting materials for each director at the meeting. This obviously is a bit easier on the directors who have to travel some distance to the meeting, particularly if the materials are hefty. But it also raises the issue of what the director will ultimately do with the materials mailed to his or her office or home. Board packages frequently contain highly sensitive material that needs to be kept secure or destroyed. For this reason, many companies have established the practice that when directors bring their materials to the meeting, they leave them on the board table for the Corporate Secretary to

17

destroy, and they mail duplicate sets back to the Corporate Secretary for destruction when they are through with them. IS REHEARSAL NECESSARY? Many boards hear formal presentations made on a variety of topics, by officers who may or may not frequently interact with the board. For these types of meetings, rehearsals may not be essential, but they certainly are advisable. Experienced Corporate Secretaries frequently not only arrange for the rehearsal, but also play an active role in critiquing the presentations. There appears to be a growing trend away from formal, stand-up slide presentations at board meetings in favor of more direct interchange and discussion. This, of course, minimizes the need for formal rehearsals, although the Corporate Secretary may be involved in arranging meetings of officers to review the topic of discussion with the CEO in advance of the meeting. Even without a formal rehearsal, it can be very helpful to the presenters for the Corporate Secretary to provide a briefing on what the board is likely to expect from the presentation, and the style of the board. Whether or not there is a rehearsal, the Corporate Secretary needs to provide presenters with information on the approximate time on the agenda for their presentation, and where to wait before being called in. IS THERE A SCRIPT? Some Chairmen or lead or presiding directors appreciate having a “script” or annotated agenda prepared by the Corporate Secretary, in addition to the bare bones meeting agenda. The script or annotated agenda contains “stage” directions and notes regarding the various items of business. For example, it can remind the Chairman that a motion is needed for a particular item. It can list several topics the Chairman might wish to cover in opening remarks. It can include reminders of which directors might have raised a question at a previous meeting that is being answered by a presentation being made at this meeting. A sample from one company is included in Appendix I. WHO SITS WHERE AND WHO GETS INVITED? At the Board Meeting Some companies assign seats at board meetings, either the same seating for each meeting, or different assignments each time. The chair usually sits at the head of the table for all meetings. There are a number of sound reasons for assigning seats. For example, seat assignments can:

1) facilitate placement of directors with hearing or sight impairment closer to the Chairman or nearer to audio visual presentations;

2) facilitate mentoring of new directors, by placing the new director between two helpful, longer-term directors;

3) reinforce or neutralize director hierarchy (e.g., by seating directors in order of seniority on the board or by seating them alphabetically or by some other “neutral” basis);

18

4) help staff locate directors with minimal disruption in order to deliver urgent messages; 5) facilitate directors’ getting to know one another better by rotating assigned seating; and

help prevent or eliminate cliques. If seats are assigned, nameplates or large place cards can be used to identify the directors’ seating at the table. Practices also vary widely with respect to the regular attendance of officers at board meetings. Many companies have only directors in attendance, with officers entering the boardroom only to make a presentation and then departing. This practice keeps deliberations and discussion to a relatively small group (the directors) which some boards feel increases the effectiveness of discussions and the level of candor and openness among board members. Other companies routinely include officers as guests in substantial portions of the meeting. When officers are invited to attend the meeting as guests, at some companies they are seated at the board table, and at others they will sit along the side of the room or at a separate table just for officers. If officers are to be called in to the meeting at certain times, have them wait in a pre-determined area so that they can be found easily. At the board meeting, the Corporate Secretary will usually be seated next to or near the Chairman or lead or presiding director in order to help keep the meeting on schedule, to point out the need for particular board action, or to alert the Chairman or lead or presiding director to issues of which he or she may not be aware (such as director confusion or concern on particular matters). At Committee Meetings Committees tend to be smaller and meet in less formal surroundings. Company conference rooms are typical venues, and the rooms may change from meeting to meeting. For these reasons, it is generally less typical to have assigned seating at committee meetings. However, the reasons for assigned seating at the full board could also have merit for committees, depending on the circumstances. At Other Events Seating arrangements for breakfasts, lunches, dinners, or other social occasions may be informal or formal. Many companies use such events as a way to “showcase” senior officers or to have the board get to know officers at lower levels of the company for succession planning. In such situations, formally assigned seats would be the norm, and the Corporate Secretary would usually keep track of which officers sat with which directors in order to assure that assignments vary at subsequent events. The Chairman or CEO may have an interest in reviewing seating assignments for these types of events to make sure particular officers are paired with particular directors, or a director may express interest in understanding a certain business unit better.

19

WHAT ABOUT SECURITY? Many companies routinely use in-house security officers to sweep board and committee rooms for electronic or other types of eavesdropping or surveillance equipment. Depending on the nature and location of the meeting, it may be necessary to take other security precautions. This may be true particularly if the board is meeting in a location subject to civil or political unrest or other major disruption. Some companies also use security officers to assist with transportation and to be “on hand” just in case there is an emergency. A solid working relationship and good communication between the Corporate Secretary and security officers can assure an effective security program. Communications on the following types of items is particularly important:

Attendance lists; Arrival and departure times of directors; Meeting times; Expectations of security staff for assistance on specific jobs, such as “sweeping”

meeting rooms; Special concerns regarding directors’ health (e.g., heart problems); and Expectations regarding visibility, or invisibility, of security staff.

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APPENDIX A—SAMPLE BOARD AND COMMITTEE MEETING SCHEDULE

Dates Times Sessions December 15, 2008 8:30 a.m. Audit Committee 1:30 p.m. Compensation Committee 6:00 p.m. Dinner with Company

Leadership Team December 16, 2008 8:30 a.m. Board of Directors March 9, 2009 8:30 a.m. Audit Committee 10:45 a.m. Compensation Committee 2:00 p.m. Board of Directors 6:00 p.m. Dinner with Company

Leadership Team March 10, 2009 8:30 a.m./ Board of Directors/ 4:30 p.m. Strategic Planning June 15, 2009 8:30 a.m. Audit Committee 2:00 p.m. Compensation Committee 6:00 p.m. Dinner with Company

Leadership Team June 16, 2009 8:30 a.m. Governance Committee 11:00 a.m. Board of Directors (working

lunch) September 14, 2009 8:30 a.m. Audit Committee 1:30 p.m. Governance Committee 6:00 p.m. Dinner with Company

Leadership Team September 15, 2009 9:30 a.m. ANNUAL MEETING 11:00 a.m. Board of Directors (working

lunch) December 14, 2009 8:30 a.m. Audit Committee 1:30 p.m. Compensation Committee 6:00 p.m. Dinner with Company

Leadership Team December 15, 2009 8:30 a.m. Board of Directors

21

Dates Times Sessions March 8, 2010 8:30 a.m. Audit Committee 10:45 a.m. Compensation Committee 2:00 p.m. Board of Directors 6:00 p.m. Dinner with Company

Leadership Team March 9, 2010 8:30 a.m./ Board of Directors/ 4:30 p.m. Strategic Planning June 14, 2010 8:30 a.m. Audit Committee 2:00 p.m. Compensation Committee 6:00 p.m. Dinner with Company




lunch) October 2010 Off-site Board Meeting To Be Announced December 13, 2010 8:30 a.m. Audit Committee 1:30 p.m. Compensation Committee 6:00 p.m. Dinner with Company

Leadership Team December 14, 2010 8:30 a.m. Board of Directors March 14, 2011 8:30 a.m. Audit Committee 10:45 a.m. Compensation Committee 2:00 p.m. Board of Directors 6:00 p.m. Dinner with Company

Leadership Team

22

Dates Times Sessions March 15, 2011 8:30 a.m./ Board of Directors/ 4:30 p.m. Strategic Planning June 13, 2011 8:30 a.m. Audit Committee 2:00 p.m. Compensation Committee 6:00 p.m. Dinner with Company




lunch) December 12, 2011 8:30 a.m. Audit Committee 1:30 p.m. Compensation Committee 6:00 p.m. Dinner with Company

Leadership Team December 13, 2011 8:30 a.m. Board of Directors

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APPENDIX B—SAMPLE WAIVER OF MEETING NOTICE

WAIVER OF NOTICE AND CONSENT TO HOLDING SPECIAL MEETING OF THE BOARD OF DIRECTORS OF [NAME OF COMPANY] The undersigned Director of [Name of Company] (the “Corporation”), hereby waives notice of and consents to the holding of a Special Meeting of the Board of Directors of the Corporation at the offices of [location, date and time of meeting] for the purpose of discussing [subject(s) discussed at meeting], and agree that any business transacted at the meeting was as valid and legal and had the same force and effect as though the meeting were held after notice duly given. ___________________________ [Name of Director]

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APPENDIX C—SAMPLE CONSENT AGENDA FOR BOARD MEETING

XYZ COMPANY

BOARD OF DIRECTORS’ MEETING Friday, October 17, 2008

CONSENT AGENDA

The administrative matters for the Board of XYZ Company (the “Company”) to consider at the October 17, 2008 Board meeting are as follows: 1. Amend the financing resolutions.

2. Approve the 2009 meeting calendar.

In lieu of adopting the attached resolutions, the Board will be requested to adopt the following resolution:

RESOLVED, that this Board of Directors hereby adopts the resolutions set

forth in the Consent Agenda presented to and made a part of the minutes of this Board meeting.

25

1. Amend the Canadian financing resolutions.

In December 2007 the Board approved the issuance and sale of up to $500 million of

unsecured debt securities of XYZ Finance Company, a wholly owned subsidiary of the

Company, and authorized John Doe, Chief Financial Officer and Joe Smith, Treasurer to serve as

an Executive Committee with limited authority to approve the forms and terms of agreements for

the issuance of these securities. The Company’s management is seeking Board authority to

authorize an additional officer to approve the forms and terms of agreements for these securities.

The proposed resolutions are:

WHEREAS, effective December 19, 2007 the Board of Directors authorized the issuance and sale of unsecured debt securities (“Medium-Term Notes”) up to $500 million of XYZ Finance Company (the “December 19, 2007 Resolutions”); and

WHEREAS, as authorized by the December 19, 2007 Resolutions John

Doe and Joe Smith were appointed to serve as an Executive Committee on behalf of the Board of Directors to establish the designations or series of Medium-Term Notes and other forms and terms of agreements related to the issuance and sale of the Medium Term Notes.

NOW THEREFORE BE IT RESOLVED, that the December 19, 2007

Resolutions are hereby amended to additionally appoint George Jones (Assistant Treasurer in charge of Corporate Finance) to have, where applicable, the same authorization as designated to John Doe and Joe Smith; and further

RESOLVED, that the appropriate officers of the Company are hereby

authorized and directed to take such actions and to execute such documents as may be necessary or desirable to implement the foregoing resolution.

26

2. Approve the 2009 meeting calendar.

The Board is requested to approve the 2009 calendar of regular meetings. The

proposed resolution is as follows:

RESOLVED, that the regular meetings of this Board of Directors and its

Committees during 2009 shall be held on the dates as set forth on Exhibit A.

EXHIBIT A XYZ COMPANY

2009 Board and Committee Meeting Schedule

Board Committee Meetings Date Location Time COMP AUDIT FIN GOV Jan. 25 Timbuktu 4:00 1:00 10:00 8:00 (Tues.) Feb. 242 Timbuktu 3:30 (Thurs.) Feb. 252 Timbuktu 10:30 9:00 7:30 (Fri.) Apr. 192 11:00 (call) (Tues.) Apr. 221, 3 Timbuktu 11:00 (Fri.) May 32 11:00 (call) (Tues.) July 212 Timbuktu * 3:30 (Thurs.) July 221 Timbuktu * 10:30 9:00 (Fri.) Aug. 22 11:00 (call) (Tues.) Sept. 22 Timbuktu 3:30 (Thurs.) Sept. 23 Timbuktu 10:30 (Fri.) Oct. 211 Retreat Town 10:30 8:00 9:30 (Fri.) Nov. 22 4:00 (call) (Wed.) Dec. 15 Timbuktu 3:30 2:30 (Thurs.) Dec. 16 Timbuktu 10:00 8:30 (Fri.) *May be held out of town at one of our other business units. 1 Declare Dividends. 2 Review of quarterly earnings information or SEC periodic report. 3 The 2009 Annual Shareholders’ Meeting will be held at 9:30 a.m. followed by a Board meeting.

27

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APPENDIX D—BOARD TRAVEL SPREADSHEET

28

APPENDIX E—BOARD TRAVEL TO-DO CHECKLIST

Category Detail Assignment

Accommodations Rooming lists, room blocks, communicate

room cancellation before attrition

deadlines, communicate special needs in

rooms, check-in requirements, confirm

accurate lists with hotel, include

information on conference resume.

Administrative Needs Admin office needs & set-up. Work on

maintaining list of all items needed - to be

packed here vs. procured in [Country].

Liaison with tech, security. Oversee room

layout. Work on telephone numbers and

communicating. Shredding. Office

supplies. Oversee set-up and test all

functions during set-up.

Amenities, Gifts and Room

Deliveries

Determine specific items in consultation

with Chairman's office and Event

planning. Order and arrange for shipping.

AV Determine equipment available from hotel

and what needs to be ordered via outside

vendor. Confirm that tech specifications

translate appropriately. Work with staff in

[Country] to confirm.

Board and Committee

Meetings (Logistics)

Oversight of both Monday & Tuesday

sessions, seating charts, materials needed,

any teleconferencing needs, pre-reading

material to be sent, how & when materials

for board will be delivered

Catering - Hotel For both directors & senior management

& staff. Communicate food allergies

Cell Phones / Communication

Devices

Confirm U.S. phones will not work. Find

vendor (through Hotel) get pricing

information and make arrangements.

Communications - written to

Directors and Senior Mgmt

offices

Brochure, descriptive book for pre-trip

reference (including attire info, etc.), bios,

confirms, info to be sent/reviewed,

logistical info to be communicated to

senior management offices to alleviate

phone calls.

Conference Resume Create specifics for hotel staff. Include all

meal, timing, equipment, room specifics.

[Person] to do first

draft and [others] to

fill in holes

depending on other

assignments

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Category Detail Assignment

Creative Services Paper and or/binders (determine exact

needs), luggage tags, A4 paper

production.

Destination Manager Liaison Review for overlaps in service

requirements and coordinate with Hotel

staff

Events: evening Break down who

will work on what

Events: non-business, day

events

both partners and events for everyone Break down who

will work on what

Meeting Rooms Room set-up -communicate and oversee,

room needs, liaison with tech & security.

Keep track of reserved dates and

communicate any possible changes.

Production Schedule for Event Detailed staff assignments to ensure all

items are covered for all business and

non-business events.

Security Liaison [Person]

Shipping Research additional shipping

requirements. Assess and compile all

items that are being shipped (including

outside vendors) and oversee.

Technology/Systems All aspects. [Person]

Transportation - Air, ground in States, ground in

[Country], coordination with airport

personnel, passports for directors and

senior management

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APPENDIX F—SAMPLE FOOD AND BEVERAGE REQUEST

For Meeting of December 10, 2008 Meeting Time

Meeting Food Delivery Time

Food Location

Food Type Number of People

9:00 a.m. Auditing 8:30 a.m. Chart Room Bkfst. 20 9:00 a.m. Auditing 8:30 a.m. Finance

Room Bkfst. 12

11:30 a.m. Lunch 11:00 a.m. Plaza Room Lunch 16 12:00 p.m. Nominations 11:30 a.m. 23rd fl. Conf.

Rm. Lunch 9

12:30 p.m. Compensation 12:00 p.m. Outside Bd. Room

Refresh. 25

1:30 p.m. Board 1:00 p.m. Outside Bd. Room

Refresh. 25

Candy Trays……………..…. Donna will be contacting you. Popcorn…………………..… Donna will be contacting you. TABLES ARE NEEDED FOR 23RD FLOOR CONFERENCE ROOM FOR LUNCH Audit Continental Breakfast including: bagels, cereal, muffins, sliced fresh fruit,

pastries, yogurt, juice, brewed regular and decaf coffee, tea, regular and diet soft drinks, bottled and mineral water. (Inside Room)

Finance Continental Breakfast including: bagels, cereal, muffins, sliced fresh fruit, pastries, yogurt, juice, brewed regular and decaf coffee, tea, regular and diet soft drinks, bottled and mineral water. (Inside Room)

Nominating Lunch—Hot and Cold Upscale Light Buffet: Including poached salmon, shrimp, sliced turkey, sliced filet, tossed salad, rolls, Starbuck’s brewed regular and decaf coffee, tea, regular and diet soft drinks, bottled and mineral water, sliced fresh fruit, and assorted cookies. (Inside Room)

Lunch Upscale Hot Buffet: Including chicken, fish, pasta, rice and spinach dish, vegetables, salad, rolls, sliced fruit, and cookies. Also brewed regular and decaf coffee, tea, regular and diet soft drinks, fresh fruit (sliced and whole), juice, bottled and mineral water.

Comp. and Board

Refreshments: brewed regular and decaf coffee, tea, assorted sodas (plenty of diet), fresh fruit (sliced and whole), juice, bottled and mineral water, and cookies. (Outside Board Room)

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APPENDIX G—BOARDROOM CHECKLIST

Day Before Meeting:

Board table and chairs in place Room vacuumed Board table and chairs dusted Check chairs for “squeaks”

Report any damage or repair items to _______________________ Adjust number of chairs at table based on attendance Place “Reserved” placard on chairs reserved for speakers or guests at table, as

needed Set up chairs along back wall for guests, as needed Check drapes, shades and lights to make sure they are in working order Test AV equipment to make sure it is in working order Make sure telephone is in working order Connect extra telephone outside board room for use by directors

Day of Meeting:

Make sure beverage table is in far right corner, covered with a tablecloth Make sure extra table is set up along right wall and covered with a cloth for dirty

dishes Make sure kitchen has delivered coffee, juice and rolls, along with napkins,

spoons, milk and sugar Place paper and pencils at each place Place water pitchers and glasses on board table in three locations Place materials to be distributed at the meeting in folders and place at the end of

the meeting table for directors to pick up

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APPENDIX H—PRESENTATION GUIDELINES

BOARD OF DIRECTORS

PRESENTATION INFORMATION AND GUIDELINES Please note the following guidelines when preparing presentation material. FORMAT • Microsoft PowerPoint is preferred. Accommodates members attending by

phone if NetMeeting is also used.

• Use PowerPoint templates to organize information. CVX Identity Guidelines and PowerPoint templates are available on the Company Intranet.

• Limit Company Identity to opening and closing images. Do not use

abbreviations in Board presentations. COLOR • For consistency between presentations, all presenters should use the

approved format from the Company Identity website with dark blue background.

• Avoid pastel colors for text and backgrounds. Go easy on large areas of

bright color when working with big graphics – they tend to overpower everything on the screen.

• White and yellow work well for titles or text. Avoid colors with the same

intensity as background colors (for example, red or green on a blue background). A drop shadow can create the illusion of depth and dimension.

• Use black and white copy on non-glossy paper if using the document camera.

On the camera colors tend to shift dramatically, and glossy paper creates an illegible glare on the monitor screen.

TEXT • 24 to 36 point type work best. If it is important, viewers should be able to see

it. Titles should be a larger size with upper and lower case. Avoid details such as footnotes and source notes.

• Use Arial, or to add emphasis Arial Bold. • Eight to ten lines of text per slide should be the maximum.

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• Avoid using abbreviations and acronyms. CHARTS • Use charts and graphs to eliminate cumbersome tables. Use one or two

visuals per slide. • Use consistent colors from chart to chart and simplify legends. TABLES •

•

Limit information to 4 vertical columns and 8 horizontal lines.

Eliminate gridlines.

BOARD OF DIRECTORS PRE-READ INFORMATION AND GUIDELINES

Please note the following guidelines when preparing pre-read materials. • Board pre-read materials should be in the form of an executive summary that

would discuss the key elements of the subject matter. The key elements should include the current situation, recent significant changes or noteworthy accomplishments, future plans, key upcoming decisions, and risks or challenges. All the elements should be discussed from a high-level, strategic perspective, eliminating detail useful at an operational level.

• The pre-read materials should be in text format, using bold-face subtitles and

bullets as appropriate to enable the reader to quickly identify and absorb the key messages. For consistency, all pre-read items should use a magazine format similar to the enclosed examples.

• Some charts may be included in the pre-read materials, if they contribute to

the understanding of the key messages. • The pre-read materials on each subject should be one to two pages (two-

sided), including charts. • Avoid using abbreviations and acronyms.

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APPENDIX I—SAMPLE ANNOTATED BOARD MEETING AGENDA

[COMPANY] BOARD OF DIRECTORS' MEETING BUSINESS CONFIDENTIALDate, 2009

MINUTES OF LAST MEETING NOTES: 1. Minutes were mailed to you last week and are in your books for the last regular meeting of the Board. 2. I will now entertain a motion to approve the minutes for that meeting. 3. [Person], will you please invite [other person] into the meeting to help present the next item on the agenda?

CONSTRUCTION AND INVESTMENT

NOTES: 1. [XYZ business investment] 2. I will now entertain a motion as set forth in your books

approving an investment in the XYZ business in [Country].

REPORT OF THE AUDIT COMMITTEE

NOTES:

Minutes for the Audit Committee’s ___ meeting were sent to you and are in your books. [Person], will you please give us a report of the Audit Committee meeting held yesterday afternoon? NOTES: 1. The Committee met yesterday afternoon to review the

unaudited interim financial statements for the __ quarter. These earnings results will be released tomorrow morning.

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2. The Committee also reviewed the status of management’s assessment of the Corporation’s internal controls and [Auditor]’s attestation of that assessment, both required under Sarbanes Oxley §404.

3. The independent accountants also presented an update of its

risk analysis for the Corporation and a report on current accounting and financial reporting developments that may affect the Corporation.

4. Management reported to the Committee on

a. Internal Audit and Security activities including the status and resolution of referrals,

b. The Corporation’s Compliance, Integrity and Ethics

programs including the results of the annual employee certification, and

c. The Corporation’s Information Security Program.

REPORT OF THE FINANCE & PENSION COMMITTEE NOTES: [Person], will you please give the report of the Finance and Pension Committee? NOTES: 1. At its meeting yesterday, the Committee reviewed highlights

of the Corporation’s [Year] Treasury activities, its cash flow results, its year-end financial and credit position, and its current debt portfolio and maturity profile.

2. Management presented foreign currency hedging results and

share repurchase activities in 2008. 3. The Committee approved restructurings affecting, primarily,

subsidiaries in Europe. 4. The Committee also reviewed the actuarial assumptions and

the funding status of the Pension Fund and the performance of each of the asset classes in the fund.

5. The Committee updated appointments to the Plans

Administrative and Investment Committees and heard a report on the Committees’ activities in 2008.

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6. The Committee reviewed the performance of employee investments in the Corporation’s Savings Program/401(k) Plan.

7. The Committee also reviewed its Charter and meetings

calendar. The Committee has no Charter changes to recommend to the Board.

8. The Committee discussed the Corporation’s dividend policy

and 2009 dividend plan and recommends to the Board an increase in the dividend rate for 2009.

NOTES: Action on the Committee’s dividend recommendation will be asked for at the next Agenda item. PROPOSED DIVIDEND DECLARATION NOTES: 1. [discussion of dividend declaration] 2. I will now entertain a motion to adopt a resolution as set

forth in your books declaring a dividend on the Corporation’s Common Stock.

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REPORT OF THE GOVERNANCE AND NOMINATING COMMITTEE NOTES: [Person], will you please give us a report on the Governance and Nominating Committee meeting held this morning? NOTES: 1. The Committee approved a Board and Committee self assessment

process and form. (a) Each Committee Chair will be given an opportunity to review

and add to his or her Committee Assessment form. (b) Final assessment materials will be included in the regular

mailing in advance of the October meetings.

2. The Committee performed a comprehensive governance review. The Committee recommends that the Board revise the Corporate Governance Guidelines as set forth in your books [indicate changes to original proposal, if any, that were made in the Committee meeting].

3. The Committee reviewed director’s compensation and determined to add $10,000 per year in the form of phantom stock payable in cash upon retirement. [A plan document to effect this new compensation element will be prepared for the Board’s formal approval at the October meeting] or [the Committee has approved, and recommends that the Board adopt, an amendment to the Directors fee deferral plan to effect this new compensation element]

4. The Committee reviewed the make up of the Board’s Committees and recommends that the Board appoint [Person] and [Person] to Committees as indicated. After investigation, the Committee recommends that the Board make the indicated determinations regarding their independence and [Person]’s Audit Committee qualifications.

NOTES: I will now entertain motions to adopt the resolutions as set forth in your books: 1. Revising the Corporate Governance Guidelines as recommended by the

Committee. 2. Appointing [Person] and [Person] to the Committees indicated. 3. Making the necessary determinations as shown. 4. [If plan document is completed prior to Committee meeting:]

Approving an amendment to the Directors’ Deferral Plan to provide for the phantom stock.

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PROPOSED ANNNUAL MEETING RESOLUTIONS

NOTES: 1. [Person] will now review for us resolutions pertaining to the Annual Meeting. 2. I will now entertain motions to adopt the resolutions as set forth in your books pertaining to the 2009 Annual Meeting of Shareholders. a. Setting the record date for the Annual Meeting. b. Fixing the date, time and place for the Annual Meeting. c. Designating proxies. d. Appointing Inspectors of Election and alternates.

e. Fixing the size of the Board and the number of Directors to be elected as recommended by the Governance and Nominating Committee.

f. Designating nominees for election as Directors as

recommended by the Governance and Nominating Committee.

OTHER BUSINESS

NOTES:

DATE OF NEXT MEETING

NOTES:

1. [Next Meeting] 2. Please note the two Committee meetings on Day, Date, to

which all directors are invited.

a. Audit Committee for the review of year-end financial disclosures.

b. Compensation Committee for the annual succession

planning and personnel review.

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521 FIFTH AVENUE • NEW YORK, N.Y. 10175 • (212) 681-2000 • FAX (212) 681-2005

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logistical arrangements for board meetings: a guide for the

Documents