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subsequent board meeting, let them. But make sure the board minutes

reflect the time the meeting actually started, not the time it was scheduled

to start.

  • 4.

    EACH director should review the minutes before approving them and make sure that they are correct. Demonstrably sloppy minutes, even on non-core issues, increase the risk that a court will not be comfortable years later in relying upon them as a presumptively accurate record of what occurred.

  • 5.

    The presiding director should prepare and retain an attendance list and list of topics discussed during executive sessions.

  • 6.

    Directors should ensure that the company has an adequate corporate information and reporting system, and make sure that even high level officers honor that system. Specifically, the directors should have an explicit understanding with the Company’s general counsel that he or she will notify directors when a board meeting is advisable with respect to a particular matter, and insist that they be notified if a meeting is required.

  • 7.

    If directors independently become aware of a “red flag” concerning a material matter which is not resolved to complete satisfaction upon consultation with management, they should insist on vetting the matter with the board or the appropriate board committee.

  • 8.

    Directors and committee members should engage in active discussions and deliberations regarding transactions under their charge and review pertinent documents when it is possible.


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