The Society has four national committees that focus attention on Corporate Practices, Securities Law, and the particular needs of Small- and Mid-Cap Companies and Private Companies. If you as a Society member have an interest in serving on one of these committees, please contact Colleen Laughlin.
Corporate Practices Committee
Committee Chair: Rachel Lee, EMC Corporation
The Corporate Practices Committee is the definitive source of expertise on board practices, corporate governance and the corporate secretarial function. The committee benchmarks best practices, conducts studies, analyzes data and publishes monographs on governance and board practices.
The committee's activities and achievements in 2015 include a comprehensive comment letter on pay-for-performance rules, a position paper in response to CII's proxy access "best practices" report and a new publication, A Corporate Secretary's Guide to Proxy Advisory Firms.
Securities Law Committee
Committee Chair: Rick Hansen, General Motors Company
The Securities Law Committee is the definitive source of Society expertise in the areas of securities laws and disclosure. The Committee takes an active role in shaping Society policy in these areas; exchanging views on relevant developments within and outside of the Society; and communicating Society policy and its members’ views to regulators and others, including the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the New York Stock Exchange and NASDAQ. Over the years, the Committee’s relationships with and comment letters to these and other organizations have generated great respect for the Society as well as positive outcomes in rulemaking and public policy. Because of the specialized nature of the Committee, its members generally are attorneys with a securities law background. Of equal or greater importance is a passion for securities law and a willingness to contribute time and effort by participating in Committee meetings, drafting comment letters, speaking to regulators and others, and performing other needed services for the Committee.
The committee's activities and achievements in 2015 include comment letters on hedging by directors and officers, Rule 14a-8(i)(9), the ten-day reporting window under 13D, proposed clawback rules and the SEC's Audit Committee Concept Release. The Committee also held a member meeting with staff from the SEC Division of Corporation Finance.
Small & Mid-Cap Companies Committee
Committee Chair: Eileen McCarthy, Jetblue Airways Corporation
The Small and Mid-Cap Companies Committee serves the unique needs of small and mid-cap companies (generally those with a market cap of under $5 billion). Committee members (a) meet by phone to discuss topics of interest to the Committee, as well as methods for the corporate secretary or assistant secretary of a small or mid-cap company to comply with all of the various requirements with limited resources, (b) work with other Society committees to ensure that the voice of the small and mid-cap company is heard with respect to comment letters on SEC rule-making, NYSE and Nasdaq initiatives and proxy matters, (c) propose seminar topics to the educational programs committee, and (d) share knowledge and best practices on an informal basis. There are no requirements to join the Committee and no required commitments.
Private Companies Committee
Committee Chair: Pamela Kunkemoeller, Kunkemoeller Law Office, PLLC
The Private Companies Committee focuses on corporate governance issues that are unique to companies that are not Securities and Exchange Committee registrants, including widely held private companies, private equity portfolio and venture capital investment companies, family owned and/or controlled companies, mutually owned companies and not-for-profit corporations. The Committee addresses issues related to private company board operations and best practices and subsidiary management and provide an opportunity for Committee members to share ideas regarding unique private and not-for-profit corporation governance issues.