General Business

Since the passing of the Sarbanes-Oxley Act, the Securities and Exchange Commission (SEC) has approved a variety of other corporate governance statutes and regulations to oversee and control the manner in which corporations and similar business entities are managed. The GCVCC believes that rules regarding the governance and management of corporations, including those pertaining to accounting procedures, should ideally be created and imposed voluntarily by a corporation’s directors and officers, rather than mandated by law. The GCVCC realizes, however, that in some cases, mandatory laws are preferable in order to ensure uniform compliance or to foster public confidence.

Positions

GB-1: Establishing a climate that encourages competent, qualified, honest, and ethical people to commit the time and effort necessary to become corporate directors.

GB-2: Protecting not only a corporation’s majority and minority shareholders, but also its employees, customers, suppliers, creditors, and the public at large.

GB-3: Providing safeguards against negligent or incompetent decision-making while still giving directors and officers the freedom to take reasonable business risks.

GB-4: Reinforcing corporate directors’ duties to appoint competent and ethical managers as officers of the corporation and monitor and evaluate the performance of those officers.

GB-5: Encouraging corporate directors to represent the interests of all shareholders, including minority shareholders.

GB-6: Addressing conflicts between State and federal laws in areas such as insider trading, release of corporate information, and other corporate governance matters.

GB-7: Promoting corporate establishment of internal guidelines that provide clear descriptions of the directors’ and officers’ positions and duties.

GB-8: Setting criteria by which directors can determine the level of detail required of board meeting minutes (and supporting documentation) to allow regulators and independent auditors to determine whether board members have properly exercised their fiduciary duties.

GB-9: Allowing corporations flexibility in selecting tools to assist in effective corporate governance; such as establishing specialized committees of the board of directors (e.g., audit and compensation committees) and obtaining directors’ and officers’ liability insurance to attract qualified personnel.