Most major corporations include on their Web sites, often in an “About Us” or “Investor Relations” section, a page with links to such documents as their Corporate Governance Guidelines/Principles, Articles/Certificate of Incorporation, Bylaws, Committee Charters, and Code(s) of Conduct (sometimes with different codes for directors, employees, and/or suppliers).
Some companies also post, if their core corporate documents do not address these issues, separate polices concerning such topics as compensation clawbacks, political contributions, “shareholder rights plans,” “related persons transactions,” the role of the lead director, qualifications for candidates for the board (and/or of independent directors), and specific requirements for stock ownership by senior executives.
Although these documents are often easy to find, companies could, with minimal effort and expense, enable them to be reviewed even more efficiently and effectively by shareholders, potential investors, actual and possible trading partners, and researchers:
● Instead of, or at least in addition to, directly posting the full text of these items on their Web pages (sometimes behind multiple links, corresponding to the different individual sections or provisions), companies could make pdf-format versions of a document available to download.
● Each original page of the document could be numbered, “Page [current page number] of [total page number].”
● The company’s name, and the document’s title of the document, could appear at the beginning of each document.
● Each document could clearly state, at the beginning, the date it was approved by the Board. Some companies don’t include such dates anywhere; others indicate them only in the name of the pdf file (which might itself be ambiguous: for instance, does “Articles010721.pdf” refer to a document dated January 7, 2021 or, possibly, to one dated July 1, 2021)?
● Documents could also indicate, at the beginning or the end, the dates(s) of the version(s) tht they supersede.
● The current document’s date might, in addition, be indicated on the company’s Web page, next to the link to download the document; the date of the previous version could also appear, along with a clear indication that that version is no longer operative.
● The company could briefly indicate, possibly at the end of a governance document, the nature of the changes introduced by the new version.
● Alternatively, the changes made by a document could be summarized in text available through a labeled link posted next to the link to that document; or, the company could retain on its governance documents page (or on a separate page, or in a separate folder) the most recent previous versions of each revised document, behind links clearly indicating that they have been updated. (Such an update warning might also be added to the text at, or image of, the beginning of the prevous documents themselves.) Best of all, the company might install, next to the link for the current version, a link to a “redlined” version that marks specific additions to and deletions from the previous version.
● Dates on which the board has reviewed a document could be indicated at the end of the document, so as not to confuse readers checking for revisions.
● The same policy might be followed for dates on which a document has been “restated,” if a company is using that term as a synonym for “review without revision.” If, on the other hand, “restatement” refers to actual changes (even if minor, including rephrasings), the Web site could identify those revisions, as discussed above. In either instance, a company could indicate on its Web site its own definition of the term, “restated.”
Just, as so many legal documents note, “for the avoidance of doubt.”