Gunster shareholder Bob Lamm provided his insight in the November 2019 edition of Boardroom INSIDER (BI) on director and officer (D&O) questionnaires. The article is based upon Lamm’s Securities Edge post regarding the difficult task of getting directors and officers to accurately complete and return questionnaires in a timely manner. The BI article illustrates with a few shifts in approach, structure and usage, D&O questionnaires can be a strong governance tool.
Lamm states that the D&O questionnaires are too long and recommends the corporate secretary pre-fill in items the company knows internally to lessen the amount a director has to go through, but not to pre-populate the entire questionnaire from the previous year responses. He also notes that since D&O questionnaires can be vague and subjective, directors should always note a potential conflict that can be connected through the internet. Lastly, Lamm suggests to give examples as thought starters in the form so directors will add notes that they did not previously consider.
The article closes by encouraging boards to use electronic versions of the questionnaire.
Lamm co-chairs the firm’s Securities and Corporate Governance practice and is a long-term member of the Society for Corporate Governance. He has chaired its securities law committee and served on its corporate practices, finance and national conference committees, as a member of its board of directors, and as chair of its national conference committee.
Read the Boardroom INSIDER article: D&O questionnaires don’t have to suck (Page 1-2 of the November 2019 Edition) (subscription required to read article)
Read Securities Edge post: The lowly D&O questionnaire