Governance Services

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Corporate Governance is the set of values and rules that governs the exercise of power and the discharge of duty in corporations. These rules involve processes, customs, policies, practices and laws. These powers and duties reside primarily with shareholders, boards and management. But regulators, courts and communities also participate in corporate governance. Corporate governance particularly addresses the relationships among these stakeholders and the goals for which the corporation is governed.

The ClearWater Governance Group works with its clients to establish or enhance transparency and proven methods of corporate governance. The people of ClearWater live and breathe the art of corporate governance and corporate secretary practices. We stay abreast of trends, academic work, court cases and regulatory developments. Our work enhances the performance of the governance side of business—at the Board level, at the Corporate Secretary level, and at the General Counsel level. We believe that good governance promotes primetime performance. We provide proven methods of governance and compliance so our clients can focus on their business with confidence.

Board Support Services:

Board Support Services can include maintaining committee charters, periodic review of board member expertise and assignments, annual work plans for the board and each of its committees; periodic training sessions on various board matters including director responsibilities and duties; board manual preparation; new board member orientation procedures; support for new member searches; and stock ownership guidelines.

Board Support
• Drafts of meeting minutes
• Board Manuals and new director orientation
• Board selection, recruitment and membership plans
• Stock ownership guidelines
• Support for Director compensation

Entity Management
• Amendment of Articles and/or Bylaws
• SEC filings; Annual Filings with the State(s)
• Subsidiary maintenance
• Annual shareholder meetings
• Stock Services

Contract Management
• Indemnification Agreements
• D&O Insurance review

Special Services
• Internal investigation support
• Arrange for stock repurchase from existing shareholders
• Support for Due Diligence review by others

Leadership
• Assignments as C suite executives and general counsel
• Assignments as an independent director