CDF E-Alerts



Corporate Governance Websites
 
November 18, 2003

Fellow Directors:

Here is a listing of useful governance websites. At the bottom of the page is a description of CDF's "Corporate Governance Mentoring Session", available to all members.

1. NASDAQ Corporate Governance Rules.

In early November, 2003, the SEC approved the NASDAQ new rules to strengthen listing standards. These rules include changes in the areas of independent directors, executive sessions, audit committee standards, and code of conduct. These new rules generally take effect for a NASDAQ company’s first annual meeting occurring after January 15, 2004. Further details about the new NASDAQ rules are available on the web:

www.nasdaq.com/about/Corp_Gov_Summary.pdf


2. CDF Website.

The CDF Corporate Governance Committee has posted on the CDF web site various documents of interest to CDF members on the topic of Corporate Governance. These documents include an overview of Corporate Governance best practices, model Corporate Governance guidelines, check lists, committee charters, code of conduct, and document retention policy – Q&A. These documents are for informational purposes only, and are not intended as legal advice, particularly since matters covered by these documents are continually changing, and each company’s situation is different. Nevertheless, these documents will hopefully provide some helpful information and guidance for CDF members. You are invited to view these documents at:

http://www.directorsforum.org (under “resources”)


3. Other websites.

Douglas Gordon, a member of the CDF Corporate Governance Committee, has identified several websites which have helpful information and materials concerning Corporate Governance, including the following:

a. http://www.ascs.org (American Society of Corporate Secretaries)

b. http://www.corpgov.net

c. http://www.thecorporatelibrary.com

d. http://www.kpmg.com/aci/

e. http://www.graycary.com (put the arrow over "practice areas" and click on "corporate governance")

f. http:// www.weil.com (click on "practice areas" and "corporate governance")

g. http://www.milberg.com (click on "securities" and in the last sentence click on "corporate governance")


4. CDF Mentoring Program

As a service to CDF members, a two-person team from the CDF Corporate Governance Committee is available to meet with a company’s board (or a few of the board members) for an interactive dialogue and Q&A session concerning best practices for any particular Corporate Governance topics which are of concern to that company’s board. If you would like further information concerning this CDF service, or if you would like to schedule a session, please contact Linda Sweeney at 858-455-7930, or at cdf@directorsforum.com.