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Corporate Governance: Corporate Secretaries and Boards


Product Code - LGN215
Speaker(s): Kristina Veaco, Veaco Group; Cheryl Sorokin, Veaco Group
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This program will provide a comprehensive look at the legal and practical aspects of corporate governance and the role of corporate secretaries in helping boards establish and maintain effective governance.

Topics covered will include a definition of corporate governance, a review of director fiduciary duties, an examination of the role of directors and what they need in order to perform their job well, and an overview of the specific ways in which corporate secretaries interact with boards.

Governance topics and processes are often considered in isolation, and the role of the corporate secretary is often not well understood. Participants in this program will better understand the interrelationship of the various processes in helping to assure effective governance and how important the corporate secretary role can be in the governance process.

Educational Objectives

• Better understand the particular practices and processes that lead to effective corporate governance.
• Learn about the interrelationship of various governance practices and processes.
• Find out about the practical realities of building a sound governance culture.

Who would benefit most from attending this program?

Individuals holding the following positions within public companies, private companies or nonprofit companies would benefit from attending:

• In-house counsel and senior executives who work with boards of directors
• Outside counsel who work with boards of directors
• Corporate Secretaries and Assistant Secretaries (or equivalent officers)
• Newly appointed Board Chairs and Committee Chairs
• Other board members
• Academics focusing on governance

Program Level: Basic-Intermediate

Credit Available: CLE. For additional information, please see the “CLE Credit” tab.

Kristina Veaco, Veaco Group; Cheryl Sorokin, Veaco Group

Kristina Veaco, Veaco Group
Kris Veaco is a corporate governance consultant and the founder of Veaco Group, a corporate governance advisory firm. The firm provides practical governance support for boards and senior management for both for-profit and not-for-profit entities by knowledgeable practitioners with direct and personal experience implementing governance processes.

Prior to forming Veaco Group, Ms. Veaco was an in-house corporate securities lawyer and ran the Office of the Corporate Secretary at McKesson Corporation, a Fortune 14 company. Previously, she had responsibility for the Corporate Secretary function as the head of the corporate securities group at AirTouch Communications, Inc., which was spun off from Pacific Telesis Group.
Ms. Veaco is actively involved in educating others about governance practices and is a frequent speaker and author on corporate governance topics. She is a longstanding member of the Society of Corporate Secretaries and Governance Professionals and has served as President of the Northern California Chapter. She is currently a member of the Society’s Advisory Board. Ms. Veaco was a member of the national board of the Society from 2002 until 2007 and is a member of the Corporate Practices, Membership and Small and Mid-Cap Companies Committees. She is also a member of the American Bar Association, Business Law Section, Corporate Governance Committee.
Ms. Veaco earned a J.D. from Hastings College of the Law and a B.A. in Political Science/Public Service with highest honors from the University of California. She is a Regents Scholar and a member of Phi Beta Kappa and is licensed to practice in California.

Cheryl Sorokin, Veaco Group
Cherie Sorokin is a consultant on governance issues. She is experienced in shaping and implementing good governance principles and practices at both for profit and nonprofit entities, with the practical perspective of one who has held both executive staff and board leadership positions. Ms. Sorokin is associated with Veaco Group, a firm specializing in corporate governance and corporate secretary matters and frequently consults with Veaco on governance projects, particularly on board evaluations.

Ms. Sorokin served as lead Executive Editor and author of Nonprofit Governance and Management, 3rd ed., published by the Society of Corporate Secretaries and Governance Professionals (Society) and the Business Law Section of the American Bar Association.

Ms. Sorokin is the former Group Executive Vice President and Corporate Secretary of Bank of America NT&SA and BankAmerica Corporation, the first woman to hold this position at the bank and holding company. She is the former Chair of the Corporate Practices Committee of the Society, served as a director of the Society from 1991 to 1994 and is the recipient of the Bracebridge H. Young Distinguished Service Award, the Society’s highest honor, given for extraordinary contributions to the Society and the governance profession. In addition to the Society, Ms. Sorokin is a member of the American Association of University Women and is currently serving as President of the Marin CA Branch of AAUW. She is a member of the Emeritus Board of The American Conservatory Theater, a member of the Advisory Council of Pocket Opera and Treasurer of the Kappa Alpha Theta Alumnae Chapter of Marin County, California. She also manages real estate and other investments for the Sorokin Family Trust.

Ms. Sorokin earned a doctor of jurisprudence from Northwestern University Law School (Order of the Coif) and a bachelor’s degree in Spanish and a master’s degree in education from Indiana University. She is licensed to practice in California.

This program’s CLE-credit eligibility varies by state. Bloomberg BNA is an accredited provider in the states of New York*, California, Pennsylvania, Texas and Virginia, and most other jurisdictions grant CLE credit on a per-program basis. At this time, Bloomberg BNA does not apply directly to the states of Florida, Rhode Island, Montana and Hawaii although credit is usually available for attorneys who wish to apply individually. Additionally, the following states currently do not grant credit for Bloomberg BNA OnDemand programming: Arkansas, Ohio, Nebraska, and Delaware. All requests are subject to approval once the live webinar has taken place or the customer has viewed the OnDemand version. Please contact the Bloomberg BNA accreditations desk if you have specific questions that have not been addressed.

If you have further questions regarding a specific state or how to file for CLE credit, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to the CLE Accreditation Coordinator.

Hardship Policy
For information regarding Bloomberg BNA’s Hardship Policy, please visit the Continuing Education Information page.

Questions
For more information about Mandatory or Minimum Continuing Legal Education (MCLE) requirements, visit the American Bar Association website at http://www.abanet.org/cle/mandatory.html.

*Bloomberg BNA is an accredited provider in New York for experienced attorneys only.