Survey Results: D&O Questionnaires
1. When we update our D&O questionnaire
each year, the following groups review it before it's sent
to the D&Os: (Total responses: n=70)
(select all that apply, may total more than 100%)
|
| n=26 (37.14%) |
Outside law firm |
| n=4 (5.71%) |
Independent auditor |
| n=1 (1.43%) |
Finance department |
| n=40 (57.14%) |
General counsel |
| n=3 (4.29%) |
Executive compensation department |
2. Our _______ has overall responsibility for the
"master" D&O Questionnaire to be sent out each year:
(Total responses: n=57)
(select only one)
|
| n=37 (64.91%) |
Legal department |
| n=0 (0.00%) |
Finance department |
| n=12 (21.05%) |
Corporate secretary |
| n=8 (14.04%) |
Outside counsel |
3. Before we distribute our D&O Questionnaires, the
company "pre-completes" responses in the following sections
for review and acknowledgement by each individual
respondent:(Total responses: n=78)
(select all that apply, may total more than 100%)
|
| n=7 (8.97%) |
We ask respondents to provide all information without
pre-completing |
| n=13 (16.67%) |
Compensation information, except for the perks
|
| n=13 (16.67%) |
Compensation information, including the perks
|
| n=42 (53.85%) |
Equity ownership, including beneficial ownership
|
| n=19 (24.36%) |
Section 16 compliance |
| n=46 (58.97%) |
Biographical information |
| n=14 (17.95%) |
Related-party transactions |
| n=13 (16.67%) |
Independence |
| n=14 (17.95%) |
Audit committee financial expertise |
4. To assist respondents in identifying related-party
transactions, we provide the respondents with a list of the
company's vendors, customers or other counterparties : (Total
responses: n=55)
(select only one) |
| n=8 (14.55%) |
Yes |
| n=47 (85.45%) |
No |
5. To assist in identifying related-party transactions,
we compare known information about respondents' affiliations
with a list of the company's vendors, customers or other
counterparties: (Total responses: n=57)
(select only one) |
| n=34 (59.65%) |
Yes |
| n=23 (40.35%) |
No |
6. After sending the D&O Questionnaire, the company's
follow-up with respondents consists of: (Total
responses: n=57)
(select all that apply, may total more than 100%)
|
| n=1 (1.75%) |
Reviewing responses with all respondents individually
|
| n=49 (85.96%) |
Reviewing some responses with respondents
individually if questions or issues arise |
| n=38 (66.67%) |
Answering questions from respondents about particular
questions or issues if they arise |
| n=6 (10.53%) |
Little or no interaction with the respondents
|
7. After receiving the D&O Questionnaire responses, the
company reviews the responses (or a summary report) with the
following: (Total responses: n=47)
(select all that apply, may total more than 100%)
|
| n=11 (23.40%) |
Full board of directors |
| n=27 (57.45%) |
Governance and nominating committee |
| n=2 (4.26%) |
Compensation committee |
| n=7 (14.89%) |
Disclosure controls committee |
| n=17 (36.17%) |
Relevant departments |
| n=20 (42.55%) |
Outside counsel |
8. Our company retains the D&O questionnaire responses
for a period of: (Total responses: n=57)
(select only one) |
| n=1 (1.75%) |
Until the proxy statement is filed (we essentially
don't retain them) |
| n=3 (5.26%) |
For about one year (roughly until the next year's
questionnaire is drafted) |
| n=12 (21.05%) |
Between 1 and 3 years |
| n=11 (19.30%) |
Between 3 and 5 years |
| n=16 (28.07%) |
Between 5 and 7 years |
| n=14 (24.56%) |
More than 7 years |
|
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