Corporate Policy Guidelines

“Policies are principles upon which courses of action are based, having due regard to the end results desired, and the means used to achieve them.”

The definition above clearly indicates that every organization needs to articulate, in writing, the principles upon which it operates: the what, why, who, when, and where of the corporation’s operation. Corporate policies serve to answer those questions; to communicate duties, responsibilities, expected end results, and to provide the disciples and standards for how the organization agrees and expects to conduct its business.

Corporate Organization and Design Components
Invariably, the policymakers (directors) and senior management of organizations focus a significant amount of their time and effort in five critical functions: Planning, Organizing, Developing, Coordinating and Controlling the business and other affairs of the corporation. To ensure consistency and continuity, most organizations enshrine their operating principles and practices in a “Policy Manual.” Corporate Governance Policies serve as written explanations of how the permissions and requirements contained in the organizations Articles of Incorporation, its By-laws, and applicable regulations will be implemented.

Policy development – a laborious and difficult task
Developing a comprehensive corporate policy manual is no easy task! In fact, organizations can easily spend in excess of $50,000 just to complete a working draft – writing, editing, reviewing, meetings, legal advice, etc. That equates to $750-$1000 per page, notwithstanding that those involved could otherwise be engaged in other important revenue producing activities.

A significantly less costly alternative is to purchase a professionally developed template that can be implemented in short order. Bauschke & Associates provides such a template that is fully customizable to accommodate the unique specifics of your organization.

Overview of Corporate Governance Policies
Written in Microsoft® Word© 7.0 these policies can be converted to the language of your choice. A comprehensive list of definitions is included as well as an easy to use Table of Contents and ready-to-use forms for Conflict of Interest disclosures, the Pledge of Confidentiality and Related Party Transactions.

This manual contains seven (7) Sections, containing 73 pages of policy statements involving the following governance functions. The listing below is a sample of corporate governance topics in this document that should be considered in the development of your comprehensive document.

Section I – General Governance Topics
•Board mission and objectives
•General operating principles
•Selection and composition of the board
•Board of Director Membership criteria
•Director education
•Removal of directors
•Conflicts of interest
•Equity ownership requirements
•Chairman of the Board
•Meeting with /without senior management
•Director performance evaluation
•Succession planning
•Compensation of directors

Section II – Board Committees
•Composition of board committees
•Names and functions
•Charters of board committees
•Standards of business conduct and ethics

Section III –Audit Committee
•Audit Committee Charter
•Purpose, objectives and responsibility
•Committee composition
•Qualification of committee members
•Authority of Committee
•Independent Auditors
•Internal audit function
•Funding, reporting, and oversight
•Committee performance evaluation

Section IV – Compensation Committee
•Compensation Committee Charter
•Purpose, objectives and responsibility
•Committee composition
•Compensation policies
•Role of the CEO
•Authority, funding, reporting and oversight

Section V – Corporate Compliance and Quality Assurance Committee
•Committee Charter
•Purpose, objectives and responsibility
•Committee composition and authority
•Chief Compliance Officer
•Quality Assurance Officer

Section VI – Nominating / Corporate Governance Committee
•Committee Charter
•Purpose, objectives and responsibility
•Committee composition and authority
•Qualifications of directors
•Reviews and evaluation

Section VII – Finance Committee
•Committee Charter
•Purpose, objectives and responsibility
•Committee composition and authority
•Oversight
•Reviews and evaluations

Appendix
Pledge of Confidentiality
Related Party Certificate
Related Party Inventory Form

Bauschke & Associates Ltd. (Incorporated 1971) has over four decades of experience working with a variety of industries: Banking and finance, Health Care, Deposit Insurance Agencies, Social Service Clubs and Non-profit entities, Education, Church and NGO`s (non-government organizations). Our broad base of hands-on consulting experience is fully demonstrated in the construct of this document: Comprehensive, concise and ready-to-use.

Visit our web site www.bauschke.com for more information. You may also contact us at 1 (800) 665-7776 or email info@bauschke.com






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