Counsel to Counsel - May 2008 - (Page 8)

best practices On-Boarding the Board DEBORAH SORELL STEHR | ICONIx BRAND GROUP, INC. Deborah Sorell Stehr is senior vice president, business affairs and licensing, for Iconix Brand Group, Inc. The company owns a diversified portfolio of consumer brands and licenses them to leading retailers and manufacturers worldwide. She can be reached at dstehr@iconixbrand.com. implementation steps In the post-Sarbanes-Oxley era, many companies are increasing the independence and efficacy of their boards by bringing in “fresh blood.” While new directors add needed expertise and perspective, they may have little or no experience in how to function effectively as a board member. Training is critical to helping these board members understand the company’s business and hastening their ability to add value on a long- and short-term basis. situation • Introduce a fiduciary calendar that lists board meeting dates and critical functions. • Provide members with information and materials that promote critical understanding of issues. • Outline company strengths, weaknesses, opportunities and threats. • Schedule an annual off-site meeting with management to help new board members better understand the company’s business. • Have Legal and Human Resources serve as primary informational contacts. Since corporate governance standards continue to shift, an ongoing “continuing education” program at the board level will benefit not only new members, but existing board members as well. It is inside counsel’s role to develop a program that is interesting and effective without overwhelming the board with detailed memoranda and copies of regulations. challenge in-house counsel We developed in-house practices that keep new and current board members up to speed on their legal accountability requirements, as well as the company, its key players and its markets. These practices include: • Developing a fiduciary calendar for the upcoming year. In addition to board meeting dates, our calendar includes a checklist of critical board and committee functions. We update and recirculate the calendar as the year progresses, so each board member knows what issues still need to be addressed. This also provides the legal department with a concise record of the meetings and the governance issues addressed at those meetings. • Providing members with relevant materials to maximize critical analysis of company issues. When a new member joins the board, we provide a comprehensive package of materials about the company, including key SEC filings, policies, employee directories and recent press releases. Prior to scheduled meetings, we provide plain-language analyses of key resolutions and detail of issues on the agenda. • Giving a better understanding of the company. To add value, a new board member must understand critical business issues facing the company. These issues may include key business functions; the company’s strengths, weaknesses, opportunities and threats; strengths/weaknesses of key employees; impact and cost of the current regulatory/investment environment; and overall risk tolerance. approach adopted • Scheduling an annual off-site board meeting to review and explore the company’s strategic direction. Key management representatives present strategic initiatives in their business area. A cocktail hour follows, allowing board members to interact with management and improve their overall understanding of the company’s business and how they can add value as board members. • Establishing internal contacts. Have the legal and human resources departments serve as primary points of contact for board members looking to better understand the company and/or their role/responsibilities within it. We believe the success of the education effort is best demonstrated by the growing number of board member calls to Legal and Human Resources. Whether the request involves a copy of a company charter or an updated fiduciary calendar, board members clearly understand and are engaged in adding value to the company as a whole and promoting strong corporate governance practices. measuring success future issues to consider We are developing custom training for key areas, such as succession planning or executive compensation. We will encourage the board to retain consultants who specialize in these areas. 08 LexisNexis® Martindale-Hubbell®

Table of Contents Feed for the Digital Edition of Counsel to Counsel - May 2008

Counsel to Counsel - May 2008 Contents Harassment Policies NEC Corporation of America and Duane Morris LLP Lost or Stolen Data: Minimizing Fallout On-Boarding the Board Drafting Fair, Efficient and Enforceable Arbitration Agreements Responding to Counterfeit Products Crafting an English-Only Workplace Policy Distressed Debt: New Players, Global Sophistication Make Restructuring More Complex IP Confidential: Plan Ahead, Act Fast to Protect Your Trade Secrets Adverse Changes: Think Ahead in a Strained M&A Market Optimizing Web 2.0 Technology: Expanding Your Professional Network Union Pacific Railroad Company and Patton Boggs LLP Warming Warning: Develop Your Climate Change Strategy Now Risk Sharing: Expect New Obstacles and Expenses in Syndicated Loans E-Discovery in Action Diversification at the Gate Energy

Counsel to Counsel - May 2008

For optimal viewing of this digital publication, please enable JavaScript and then refresh the page. If you would like to try to load the digital publication without using Flash Player detection, please click here.