OUR SERVICESGPG provides a full range of Corporate Secretary services to Boards of Directors and executive management of corporations and other organizations that prefer to outsource all or a portion of their Office of the Corporate Secretary functions. We offer a modern solution to meet your corporate governance needs and deliver a wide range of high quality and flexible external Corporate Secretary services with personal attention and confidentiality. Our professionals are available for any type of project, including providing external support during peak periods, when identified projects require special skills or after a company’s corporate governance professionals may have left the company. A GPG professional can serve as a full-time or part-time external Corporate Secretary on an as-needed basis to do day to day corporate governance work and special projects. We can add quality, capability and flexibility to supplement and complement your company’s Corporate Secretary staff with no increase to employee headcount. We can also add value by handling critical longer-term projects that are often bypassed in order to address more time-sensitive issues. Our governance professionals can work in a virtual environment or on-site at your company. GPG provides its external corporate governance services to corporations and other organizations such as:
- Stand-alone corporations of all types and sizes
- Subsidiaries of domestic and non-U.S. corporations
- Private equity portfolio companies
- Venture capital and emerging growth companies
- Colleges and universities
- Health care institutions
- Other organizations
BOARD AND COMMITTEE SUPPORT
GPG performs the overall responsibilities of the Office of the Corporate Secretary and serves as its clients’ external corporate governance officers, including the performance of all aspects of Corporate Secretary duties. We manage Shareholder, Board of Directors and Board Committee meetings and related matters, including planning and organizing meeting logistics, establishing meeting calendars, agenda and processes and participating in the meetings as Corporate Secretary. These activities include preparing meeting minutes that record all actions taken, preparing and presenting enabling resolutions for approval, and storing final minutes electronically and in hard copy form in permanent corporate minute books.
GPG professionals also serve as outside directors with particular focus on companies undergoing a corporate operational or litigation crisis, provide guidance on corporate crisis management, potential conflicts of interest and shareholder relations, develop Board Committee Charters and assist with the preparation of Shareholder communications.
EXECUTIVE AND FINANCIAL MANAGEMENT INTERFACE
GPG assists management to determine Board and Committee meeting objectives, develop meeting plans, identify significant matters for presentation, discussion and decision-making by Boards and Committees, establish Board and Committee materials, timelines for delivery and methods of presentation and distribute Board and Committee materials. We also assist with arranging services of registered agents and other third-party corporate governance service providers, maintaining stock registers showing stock ownership and transfers and issuing share certificates.
We also consult with executive management regarding a variety of corporate governance issues. These include the resolution of issues relating to corporate governance aspects of corporate transactions, director and officer indemnification and insurance and any securities disclosure and shareholder derivative litigation.
We interact with executive and financial management, financial and communications staff, external auditors and securities counsel regarding the corporate governance aspects of a company’s financial statements.Here is a representative list of financial interactions:
- Corporate governance aspects of financial statement audits and reviews
- Preparation of annual reports, annual and quarterly financial statement footnotes and press releases
- Determination of reserves for material financial contingencies
- Interpretation and application of Securities and Exchange Commission and Financial Accounting Standards Board guidance and releases
- Resolution of issues presented in Securities and Exchange Commission Comment Letters
LEGAL ENTITY GOVERNANCE MANAGEMENT
GPG serves as external corporate governance officers for a corporation’s wholly and partially owned subsidiaries, joint ventures and other legal entities, such as charitable corporate foundations, in the U.S. and in non-U.S. jurisdictions.
Working with the Corporate Secretary of a parent corporation, GPG can organize and implement periodic Board meetings of subsidiaries and maintain related records in subsidiary minute books. GPG can also manage the corporate governance issues of U.S. subsidiaries of non-U.S. companies and of non-U.S. subsidiaries of U.S. companies with assistance from non-U.S. corporate legal counsel and other expert service providers. In addition, GPG can manage the legal entity aspects of international and domestic corporate transactions.
GOVERNANCE PROGRAM AND PROCESS DEVELOPMENT AND ENHANCEMENT
As a result of GPG professionals’ deep experience with a variety of companies in a variety of industries, GPG provides specialty Corporate Secretary services relative to corporate governance program process development, review, enhancement and implementation.Some of these services include:
- Auditing Corporate Secretary functions and corporate governance practices, and developing recommendations for advisable improvements
- Assisting with the development, implementation and enhancement of governance programs, resolution of any governance issues raised by proxy advisory firms and activist shareholders and selection and retention of any needed specialty service providers
- Developing Board and Committee evaluation programs, resolution preparation and approval and delegation of authority processes and Codes of Business Conduct
- Establishing or improving key corporate governance documents to ensure sound governance practices and procedures.
- Establishing an Office of the Corporate Secretary if one does not exist