MODULE EXAMPLE: Corporate Governance

Problem Objective Solution

Problem

An important qualification for responsible Directors today is sufficient awareness of the key current issues related to corporate governance, responsibility to key stakeholders, including employees and shareholders, and sound financial management. Being alert to these issues is often the first line of defense in helping the Company avoid damaging legal, regulatory, and other liabilities, as well as the excessive costs associated with litigation defense, regulatory proceedings, Directors' & Officers' liability insurance, and the like. How can you better ensure that your corporate governance policies are best practice?

Objective

PortBlue's Corporate Governance modules are designed as diagnostic tools. They enable a Company, Board or individual Director to assess whether the Board's composition, policies, procedures, practices and prior actions meet a standard of reasonable care and best practices. Of course, legal standards and best practices are not scientific concepts, but evolve over time and are subject to competing interpretations by courts and experts. PortBlue Corporate Governance modules lay out standards that are broadly, but not necessarily universally, accepted, including:

• Board Structure and Composition
• Board Conduct and Practices
• Board Decision-making Processes
• Board Oversight of Company Performance

Solution

Corporate Governance Modules:

• Provide an overview on the key current issues and prevailing standards related to the Boards of Directors.
• Profile the Company in relation to factors that impact corporate governance and legal and regulatory exposure.
• Ask users to profile the Board's composition and identify its key policies, procedures, practices and selected prior actions.
• Assess whether these policies, procedures, practices and prior actions appear to meet prevailing standards of reasonable care and best practices. Where some deficiency is identified, potential remediation actions will be suggested.
• Provide benchmarks and best practice information where feasible.
• Identify a trigger event that will create a foreign exchange exposure.

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