This calendar represents one version of how the Board of a U.S.-domiciled corporation listed on the NYSE or Nasdaq with a December 31 fiscal year end may wish to organize its activities during a calendar year. Although this calendar is designed to address both specific requirements and general governance principles applicable to most corporations, it must be tailored to each individual corporation’s circumstances and should reflect the substantive and procedural requirements of its charter/bylaws, Board committee charters and/or corporate governance guidelines. For example, a corporation having a controlling shareholder is exempted from certain of the NYSE and Nasdaq requirements, but should have procedures in place for addressing conflicts of interest. Alternatively, a corporation addressing out-of-the-ordinary course of business issues (e.g., a possible change-in-control transaction, an unplanned CEO succession or liquidity concerns) will be scheduling more frequent meetings of the Board and/or its committees. Finally, a corporation having relatively simple businesses and facing no special issues may be able to adopt a more streamlined approach.
Although this calendar was designed for a public company subject to SEC and stock exchange requirements, a private company may adopt a similar, albeit simplified, calendar for its board activities as a matter of best practice.
In preparing this calendar, consideration has been given to an appropriate sequencing of events. For example, the strategic review is set for September, two months in advance of the November budget presentations. As another example, a discussion of disclosure philosophy in October is designed to set the stage for year-end reporting.
This calendar was prepared based upon requirements in effect as of January 2023. Changes in or new requirements may necessitate timing or other modifications.