Year-End Tool Kit

CBE

The Industry Standard in D&O Questionnaires

CBE has partnered with Goodwin to build their Year-End Tool Kit into the EnGauge™ platform. Take advantage of the only pre-built, law firm approved Directors’ and Officers’ Questionnaire form on the market.

Learn More About Our Partnership

EnGauge™ Excellence

Designed by CBE’s team of governance experts, attorneys, and technologists, EnGauge™ serves boards, executives, general counsel, and corporate secretaries in facilitating Board Assessments, CEO Evaluations, and Directors’ & Officers’ Questionnaires.

About CBE

Year-End Tool Kit Goes Digital

Goodwin invites you to take advantage of the latest digital advancement in our annually updated Year-End Tool Kit: using the Center for Board Excellence’s electronic platform to manage and distribute your company’s director and officer questionnaires. Working with CBE, we have designed a secure cloud-based platform that offers many features to optimize your year-end reporting, including:

  • Annual updates by Goodwin based on current disclosure and regulatory requirements
  • Customizable based on company, industry, auditor or other requirements
  • Electronic distribution and management of D&O questionnaires
  • Individuals see only the questions relevant to them (“question conditioning”)
  • Pre-populated fields with prior years’ data saves time and increases accuracy
  • Simple “flyovers” eliminate cumbersome definition appendices
  • Comprehensive redline reports for year-over-year response comparisons
  • Platform-agnostic (works with Windows and Mac computers, and iOS and Android devices)
  • CBE project management support to assist with data uploads, questionnaire administration and data collection

Goodwin clients are eligible for preferred pricing when they go digital with CBE. For more information or to request a demo, visit CBE’s Goodwin/YETK information page. The industry standard in D&O questionnaires has never been more accessible, efficient or secure. For more information on how Goodwin and CBE have made the D&O questionnaire process easier and more efficient, view this short video

 

For 2018 Year-End Reporting and 2019 Annual Meetings

Goodwin’s 2018-2019 Year-End Tool Kit is designed to help our public company clients prepare for 2018 year-end reporting and the 2019 annual meeting season.

The 2018-2019 Year-End Tool Kit contains the following sections:

As always, we hope our Year-End Tool Kit makes your year-end reporting and annual meeting preparation more efficient and effective. Please feel free to contact us with any questions.

For regular updates on Year-End Toolkit, follow #GoodwinYETK on Twitter.

“We had a lot of positive response to the D&O process this year. This tool is awesome! The product was so much better than any we have used in the past. Keeping things simple is key for these busy execs.”

– GC of a Nasdaq-listed company

NYSE Companies

The documents below have been prepared to assist NYSE-listed companies with 2018 year-end reporting and 2019 annual meetings. The questionnaires under "Information Gathering Tools" may be supplemented with some or all of the questionnaires in the Supplemental Director and Officer Questionnaires section.

Director and Officer Questionnaire (General) *

NYSE Director Independence and Audit/Compensation Committee Matters Questionnaire

Form 5 and Section 16 Reporting Director and Officer Questionnaire

* Please note that the Director and Officer Questionnaires may require revisions depending on the extent to which companies intend to rely on these Questionnaires as part of their controls relating to Auditing Standard 18.

Nasdaq Companies

The documents below have been prepared to assist Nasdaq-listed companies with 2018 year-end reporting and 2019 annual meetings. The questionnaires under "Information Gathering Tools" may be supplemented with some or all of the questionnaires in the Supplemental Director and Officer Questionnaires section.

Information Gathering Tools

Director and Officer Questionnaire (General) *

Nasdaq Director Independence and Audit/Compensation Committee Matters Questionnaire

Form 5 and Section 16 Reporting Director and Officer Questionnaire

*  Please note that the Director and Officer Questionnaires may require revisions depending on the extent to which companies intend to rely on these Questionnaires as part of their controls relating to Auditing Standard 18.

Calendars

The Public Company Annual Timetable is a detailed compliance calendar that includes many corporate governance, SEC reporting and compliance action items.

The SEC Filing Deadlines and Holiday Calendar is a concise guide to key SEC and stock exchange dates for public companies.

Public Company Annual Timetable

SEC Filing Deadlines and Holiday Calendar

Checklists

The three checklists below summarize SEC disclosure requirements for Form 10-K annual reports, proxy statements and Form 10-Q quarterly reports. They can be used to assign and track responsibility for specific sections of the Form 10-K, proxy statement and Form 10-Q. References to SEC forms, rules and other regulatory materials are included for cases where further information is required.

Form 10-K Checklist and Responsibilities Table

Proxy Statement Checklist and Responsibilities Table

Form 10-Q Checklist and Responsibilities Table

REITs

The documents in this section can be used by real estate investment trusts (REITs) in connection with the requirement that REITs demand ownership information from certain stockholders each year.

Cover Letter for REIT Shareholder Demand Letter Documents

REIT Shareholder Demand Letter

REIT Shareholder Ownership Statement

Treasury Regulation Section 1-857-8

Treasury Regulation Sections 1-857-9 and -10

Supplemental Director and Officer Questionnaires

The questionnaires in this section may be used to supplement the other director and officer questionnaires in the Year-End Tool Kit.

The ISS and CII Supplemental Director Independence Standards Questionnaire asks for information necessary to determine whether directors will satisfy ISS and/or CII director independence standards.

The Iran-Related Activities Supplemental Director and Officer Questionnaire can be used to gather more detailed information that may be needed to determine whether SEC disclosure is required under the Iran Threat Reduction and Syria Human Rights Act of 2012. It can be used either to follow up on "yes" responses to the related questions in the general Director and Officer Questionnaire or to replace the related questions in the general Director and Officer Questionnaire (in which case those questions can be deleted).

The Foreign Corrupt Practices Act Supplemental Director and Officer Questionnaire addresses compliance and disclosure obligations of companies that may be subject to the Foreign Corrupt Practices Act.

The Rule 506(d) and 506(e) Supplemental Director and Officer Questionnaire can be used by companies that expect to engage in an offering under Rule 506(b) or Rule 506(c) during the year. Please note that this questionnaire is intended only for a company’s directors, executive officers and certain other company officers and shareholders, and not for entities (including the company) or distribution participants such as broker-dealers. Depending on the amount of time between when this questionnaire is circulated and when an offering is commenced, the company may need to update this questionnaire at the same time that a corresponding questionnaire is circulated to other persons covered by Rules 506(d) and 506(e).

These questionnaires have been prepared in a format that enables a company to include one or more of the questionnaires as separate, modular additions to packages distributed to some or all of the company's directors and/or officers.

ISS and CII Supplemental Director Independence Standards Questionnaire

Iran-Related Activities Supplemental Director and Officer Questionnaire

Foreign Corrupt Practices Act Supplemental Director and Officer Questionnaire

Rule 506(d) and 506(e) "Bad Actor" Events Supplemental Director and Officer Questionnaire

SEC Compensation Disclosure Worksheets

The Executive Compensation Worksheets below can be used in connection with preparation of the executive compensation disclosure required in proxy statements by Item 402 of Regulation S-K. The version for smaller reporting companies and emerging growth companies should be used only by eligible companies that elect to report using the applicable scaled reporting provisions under SEC rules.

Executive Compensation Worksheet

Executive Compensation Worksheet for Smaller Reporting and Emerging Growth Companies