Quick Intro: Who’s in the Room?

• What is your primary role in this engagement? Options: Board Chair, Lead Independent Director, General Counsel, Corporate Secretary, Compensation Committee Chair, CEO/COO, Investor Relations, Other
• Public or private company—and if public, which exchange and approximate market cap? Options: Private, NYSE — >$10B, NYSE — $1B–$10B, NASDAQ — >$10B, NASDAQ — $1B–$10B, Mid-cap ($250M–$1B), Small-cap (<$250M), Other / prefer not to say
• What triggered this conversation today? (select all that apply) Options: Negative proxy advisor recommendation (ISS/Glass Lewis), Activist 13D or potential dissident, Unplanned CEO departure / succession urgency, SEC comment letter, Shareholder litigation threat, Board or audit committee concern, Planned annual meeting, Other
• Briefly describe what prompted you to start this dialogue—what just happened or what keeps coming up?

Are We Sleepwalking Toward a Crisis?

• If a proxy advisor issued a public 'against' recommendation tomorrow, how prepared would the board feel to respond? Options: Fully prepared with materials and spokespeople, Some prep but gaps remain, Not prepared—would be reactive, Unsure / haven't discussed
• Which outcomes from a governance event worry you most personally? Options: Director personal liability / suits, Loss of board control, Damaging say-on-pay vote, Regulatory enforcement or SEC scrutiny, Market reputation and investor flight, Executive retention risk, Other
• Have you had a recent governance 'alarm' (e.g., negative ISS report, activist outreach, SEC comment)? Tell us what happened and the immediate consequences.
• How did that event change the boardroom tone, if at all—did it increase distrust, defensive posture, or urgency? Options: Became more urgent and action-oriented, More defensive and risk-averse, Little change in tone, Divided opinions/partisan boardroom, Other
• How quickly do you need a mitigation plan: days, weeks, or months? Options: Immediately (days), Short-term (2–6 weeks), Quarterly (1–3 months), Longer-term (>3 months), Unsure

Where the Paperwork Doesn't Tell the Whole Story

• Do your charters, bylaws, and governance documents reflect how decisions are actually made—or are they mostly legal checkboxes? Options: Closely aligned with practice, Partially aligned with some gaps, Mostly a legal checklist, We haven't reviewed recently
• Which governance documents do you currently have and actively maintain? (select all that apply) Options: Board charter, Committee charters (Audit/Comp/Nominating), Bylaws, Succession policy, Shareholder engagement policy, Disclosure controls and procedures, Executive compensation policy, None / not sure
• When were board/committee charters last substantively updated? Options: Within 6 months, 6–12 months, 1–2 years, 2–5 years, Over 5 years / never
• Give one concrete example where written policies and actual practice diverged—what happened and why?
• Who owns upkeep of those documents day to day? Options: General Counsel, Corporate Secretary, Board Chair / Committee Chair, External counsel, No single owner / shared, Other

When Shareholders Raise Their Hand

• Imagine an activist files a 13D today—what is the first three-step response your team would take?
• Do you have a documented shareholder engagement and escalation playbook? Options: Yes, tested and updated, Yes, but not tested, No, but we have informal practices, No playbook
• Who would lead external engagement and media in an activist or proxy event? Options: General Counsel, Board Chair, CEO, IR team, External counsel / PR firm, Other
• How frequently does management or the board proactively meet with key institutional investors or proxy advisors? Options: Quarterly or more, Biannually, Annually, Only when issues arise, Never
• Share a recent example of investor or proxy-advisor feedback that surprised or unsettled you—what was the ask and how did you react?

What Keeps You Up at Night?

• Which of the following governance failures would be most damaging to the company (pick up to three)? Options: Board breached fiduciary duty / litigation, Severe negative proxy recommendation / vote, Poor disclosure leading to SEC action, Failed CEO succession, Compensation controversy and retention loss, Board composition criticized by investors, Other
• For the top concern you selected, how likely do you think it is to occur in the next 12 months? Options: Very likely, Somewhat likely, Unlikely, Very unlikely, Unsure
• How confident are you that existing disclosures and proxy statements would withstand scrutiny from ISS/Glass Lewis or the SEC? Options: Highly confident, Somewhat confident, Not confident, Have not evaluated
• Are there litigation risks, shareholder demands, or regulatory deadlines already on the calendar that constrain options? Options: Active litigation, SEC comment deadline, Pending shareholder proposal, Upcoming annual meeting, None of the above, Other
• How do these risks affect you personally—stress, sleepless nights, avoidance, or decisive action? Options: High stress / sleeplessness, Concern but manageable, Motivates quick action, Not personally affected, Prefer not to say

If We Could Snap Our Fingers…

• If the board could achieve one guaranteed governance outcome in six months, what would it be? Options: Proxy advisor support / positive recommendation, Clear, defensible charters & disclosures, Minimized litigation exposure, Smooth CEO succession, Robust shareholder engagement plan, Other
• What measurable signals would convince you that the engagement succeeded (pick all that apply)? Options: Positive ISS/Glass Lewis signal, No SEC follow-up or clean comment resolution, Board acceptance of changes, Successful say-on-pay vote, Improved investor sentiment / fewer inquiry calls, Other
• What internal constraints would make achieving that outcome difficult? (select all that apply) Options: Board resistance to change, Executive retention concerns, Limited budget, Confidentiality or conflict constraints, Competing regulatory deadlines, Lack of timely document access, Other
• Describe the one metric or milestone that would make the board feel genuinely reassured.

Who's Actually Signing the Checks and the Minutes?

• Who are the decision-makers that must approve contracting an external governance adviser? Options: Board Chair, Full Board, General Counsel, Compensation Committee, CEO, Audit/Finance Committee, Other
• Who can veto or block changes to governance that we might recommend? Options: Board Chair, Certain directors, Executive team, Major shareholders, Legal/regulatory constraints, No single veto, Other
• What is the typical approval timeline—from proposal to board sign-off—at your company? Options: Days, 2–6 weeks, 1–3 months, Longer than 3 months, Variable / depends on issue
• Describe any procurement or legal hurdles we've got to plan around (e.g., outside counsel conflicts, NDAs, insurer approvals).

What Would Real Partnership Feel Like?

• Would you prefer an adviser who advises only, or who leads implementation and stakeholder execution? Options: Advisory / playbook only, Lead implementation and execution, Hybrid — advise and support execution, Unsure / want to discuss
• What has worked or failed with external counsel or consultants in prior governance projects?
• What are non-negotiables for a partner (e.g., confidentiality, conflict rules, public communications control)? Options: Strict confidentiality, No public commentary without approval, No conflicts with major shareholders, Fixed fee / clear commercial terms, Board-level reporting, Other
• How do you prefer we communicate progress—weekly written updates, scheduled board briefings, or ad hoc escalation calls? Options: Weekly written updates, Biweekly meetings, Monthly board summary, Ad hoc escalation only, Combination per milestone
• Are there internal stakeholders we must keep insulated from knowledge (e.g., HR, specific executives) during this work? Options: Yes—list required in next field, No, Unsure
• If yes, please identify which stakeholders should be insulated and why.

A Practical Next Step

• What's the smallest, fastest action that would materially reduce your risk in the next 4–6 weeks? Options: Rapid governance gap assessment, Proxy advisor pre-read and response plan, Targeted charter and disclosure refresh, Succession & emergency readiness checklist, Shareholder engagement outreach plan, Other
• Do you have accessible documents we would need right away (charters, recent proxy, SEC correspondence)? Options: All available and can share, Most available with approvals, Some documents need retrieval, Not readily available
• Preferred kickoff timing if we could begin work: choose a start window. Options: Immediately (this week), Within 2 weeks, 2–6 weeks, Next quarter, Undecided
• What concerns would prevent you from starting within that window?
• Who should receive a concise next-step proposal and who should be on a follow-up alignment call?

Snapshot: How You Really Govern Today

• Which governing documents do you currently rely on to define board and committee authority? Options: Board bylaws, Board charter, Audit committee charter, Compensation committee charter, Nominating/Governance charter, Stockholder agreements, CEO/management delegation policy, Other
• Who last materially updated each key governance document, and in what month/year did those updates occur?
• Do you keep a single, version-controlled repository for charters, minutes, and board materials? Options: Yes — centralized and versioned, Partially — multiple repositories, No — ad hoc file locations, Physical only / not centralized
• Which committees currently have escalation protocols or explicit decision thresholds in their charters? Options: Audit, Compensation, Nominating/Governance, Executive, Special committees, None of the above, Other
• Describe any recent (past 24 months) charter or bylaw changes and what prompted them.

The Truth About Your Disclosures

• If an SEC examiner read your last three years of filings and proxy statements, where would they find the weakest explanations or most troubling omissions?
• Who is the documented owner of SEC and proxy disclosure accuracy (title or name)? Options: General Counsel, Corporate Secretary, Head of IR, CFO, CEO, External counsel, Shared/Not clearly assigned
• Which types of disclosures are handled through a formal checklist and pre-clearance process versus handled ad hoc? Options: Proxy statements, Form 8-Ks, Annual report disclosures, Related-party transactions, Executive compensation narratives, Risk factor updates, Other
• How do you validate facts in disclosures (e.g., attestations, source documents, management sign-off)? Tell us the practical steps.
• Have you received SEC comments, exchange notices, or proxy advisor concerns in the past five years? If yes, briefly summarize the nature and resolution. Options: Yes — SEC comment, Yes — Exchange notice, Yes — Proxy advisor concern, No
• How do you coordinate public announcement timing with disclosure filings and stakeholder outreach? Options: Integrated timeline/calendar, Legal-led ad hoc sequencing, IR-led sequencing, No formal coordination

When the Alarm Rang

• Think about the most recent governance incident at your company—did the response fix the issue or reveal more vulnerabilities?
• Which of these events have triggered recent governance responses at your company? Options: ISS/Glass Lewis negative recommendation, 13D/activist filing, SEC comment letter, CEO departure/succession, Say-on-pay vote issues, Shareholder litigation, Other
• For recent triggers, who led the response (name/title) and what was the timeline from discovery to the board briefing?
• How quickly can you lawfully convene the board or a relevant committee under your current notice and emergency provisions? Options: Within 24 hours, 48–72 hours, Within one week, Longer than one week
• Which external advisors did you engage during those incidents and how would you rate their strategic impact? Options: Corporate law firm — high impact, Investment banker/advisors — high impact, Proxy/advisory specialist — high impact, External counsel — mixed, Advisors not used or not helpful
• What unintended consequences followed your response (e.g., disclosure missteps, litigation, activist escalation, employee attrition)?

Where Our Defenses Tend to Break

• Which governance failure would most likely become Exhibit A in a derivative suit against your directors?
• Select failure modes that have occurred or you consider likely at your company. Options: Incomplete or inaccurate minutes, Undocumented conflicts of interest, Late or incorrect disclosure, Board composition gaps (skills/independence), Weak compensation documentation, Inconsistent risk escalation, Director onboarding gaps, No significant failure modes
• For any selected failure mode that has occurred, briefly describe the incident, root cause, and impact.
• How are potential conflicts for directors identified, evaluated, and memorialized today? Options: Formal conflict register, Ad hoc disclosure at meetings, Rely on director self-reporting, No formal process
• When you picture director liability risk three years from now, which scenarios (e.g., failed disclosure, poor succession, activist victory) feel most probable?

Who Holds the Maps — Role Clarity or Guessing Game?

• If the board had to name a single person responsible for governance hygiene, would it be a specific individual or an ambiguous title? Options: Specific individual (name), Clearly defined title (e.g., GC), Shared responsibility, Ambiguous / no single owner
• Which roles are formally assigned ownership over these areas (select all that apply): charter maintenance, disclosures, meeting minutes, engagement with proxy advisors, director training? Options: General Counsel, Corporate Secretary, Board Chair/Lead Director, Committee Chairs, CEO/CFO, External counsel, Not defined
• How clearly do committee charters define escalation paths and decision thresholds from management to committee to full board? Options: Very clear — explicit thresholds, Somewhat clear — general guidance, Not clear — ambiguous, No escalation paths defined
• How do you onboard new directors on prior debates, past decisions, and unresolved matters? Options: Structured onboarding packet + briefings, Informal one-off meetings, Mentor pairing with incumbent director, No formal onboarding
• When counsel and management disagree on a governance question, how is that disagreement elevated and resolved?

Can You Prove What You Say?

• If plaintiffs requested all governance materials for the past two years, how confident are you that the produced records would support the board's narrative? Options: Very confident, Somewhat confident, Not confident, Unknown
• Where are board materials stored and how searchable/version-controlled are those systems? Options: Dedicated board portal — versioned & searchable, Document management system — partially searchable, Network file share / email threads, Physical files only, No reliable system
• Do you retain drafts, redlines, and email threads that document the evolution of material governance decisions? Options: Yes — robust retention, Partial — some drafts retained, No — only final documents, Not sure
• Have you performed a records/audit readiness check for governance materials in the last three years? Options: Yes — full audit, Yes — informal review, No — never, Not sure
• What documentation gaps would you prioritize fixing immediately to improve legal defensibility?

Where We Could Stop a Crisis Before It Starts

• If you could fix one governance habit today that would meaningfully reduce director liability risk, what would it be—and why hasn't it been addressed?
• Which remediation levers would the board be most willing to use in the next quarter? Options: Charter updates, Improved disclosure controls, Formal director onboarding, Stronger escalation protocols, Recordkeeping overhaul, Proxy/advisory engagement plan, Compensation documentation
• What constraints would limit your ability to act quickly (select all that apply)? Options: Executive retention concerns, Pending regulatory timelines, Board resistance to change, Limited internal resources, Budget constraints, Confidentiality concerns
• Who must sign off internally to implement a governance remediation plan (names/titles)? Options: Board, Lead Director, Compensation Committee, General Counsel, Corporate Secretary, CEO/CFO, Other
• Practically speaking, how soon can you provide access to charters, meeting minutes, and your most recent proxy/disclosures for a gap assessment? Options: Immediately, Within one week, 2–4 weeks, Longer than 4 weeks
• What would success look like at 90 days and at one year after remediation—what measurable signals should we use?

Getting Our Bearings — a quick orientation

• What prompted you to engage governance support right now? Put it in one clear sentence.
• What is the single most important outcome the board must see from this work to feel confident? Options: Clear board sign-off on remediation, Proxy advisor alignment, Reduced litigation exposure, Improved disclosure clarity, Other
• Who will be the primary decision owner for this engagement inside the company? Options: Board Chair, Lead Independent Director, General Counsel, Corporate Secretary, Compensation Committee Chair, CEO, Other
• When do you realistically need board-level signoff or a public milestone (month/year)? Options: ASAP (within 2 weeks), Within 1 month, 1–2 months, This quarter, Next quarter, Flexible/Undetermined
• Who on your internal team will be our day-to-day contact and what capacity do they have to support document collection?

Are We Under-Preparing for What Could Go Wrong?

• If a proxy advisor or plaintiff’s counsel looked back, which missing or weak document would most likely be used against the board? Options: Board charters/committee charters, Meeting minutes/attestation records, Executive compensation disclosures, D&O decision memos, Shareholder engagement records, Other
• Which of the following documents are accessible now for review (select all that apply)? Options: Bylaws, Board and committee charters, Last 2 years of board minutes, Recent proxy statements, SEC filings (8-K, 10-K, 10-Q), Compensation studies/peer benchmarking, Shareholder engagement logs, Retention/employment agreements
• Are any of those documents restricted by third-party confidentiality, pending litigation holds, or other access limitations? If yes, describe. Options: No restrictions, Restricted under confidentiality agreement, Subject to litigation hold, Held by external vendor/consultant, Other
• How long would it take your team to produce the core document set if we provided a precise checklist? Options: Less than 1 week, 1–2 weeks, 2–4 weeks, More than 4 weeks, Unknown / need to check
• Are there known substantive gaps in governance documentation you already worry will surface during assessment? Please give an example.

Who Really Decides When Time Is Tight?

• If we needed a binding decision on a remediation plan in 48 hours, who has the authority to approve it? Options: Board Chair, Full Board, Lead Independent Director + Lead Committee Chair, General Counsel (subject to ratification), CEO, Other
• Beyond the named approver, who must be consulted before any board-facing materials are finalized? Options: Compensation Committee Chair, Audit Committee Chair, Corporate Secretary, Investor Relations, External Counsel, Independent Advisors, Other
• How responsive are your decision-makers during compressed cycles (select one)? Options: Highly responsive (same day), Usually responsive (1–3 days), Moderately responsive (4–7 days), Slow (over a week)
• If primary contacts are unavailable, who can step in and how are backups designated?
• Have you previously used a formal escalation path for governance decisions? Describe what worked or failed.

How Much Will Communication Blocks Derail Us?

• If a sensitive governance change becomes public under short notice, are you set up to coordinate legal, IR, and PR clearances rapidly? Options: Yes — established rapid clearance process, Partially — ad hoc processes exist, No — would need to stand up coordination, Unsure
• Who is authorized to speak publicly about board decisions and shareholder outreach? Options: CEO, General Counsel, Corporate Secretary, IR Lead, Board Chair, Designated external spokesperson, Other
• Do you have pre-approved messaging templates or disclosure language we should use or avoid? Options: Yes — templates exist, No — everything is drafted ad hoc, Some templates but need updates, Unsure
• Are there regulatory or internal clearance steps (e.g., legal review, CFO sign-off, audit review) that must occur before any external communication? List required steps and typical lead times.
• How would you prefer we coordinate updates—daily standup, weekly checkpoint, or milestone-based alerts? Options: Daily standup, Twice weekly, Weekly checkpoint, Milestone-based only, As-needed/urgent

Which Timelines Are Truly Non-Negotiable?

• Which of the following external deadlines constrain our work (select all that apply)? Options: Pending SEC comment response deadline, Upcoming annual meeting/proxy filing, Exchange notice period, Debt covenant notification, Shareholder proposal deadline, Litigation or discovery schedule, Other
• Do you have enforceable retention or contractual timelines for executives that limit proposed compensation or governance changes? Options: Yes — material constraints, Some constraints but flexible, No contractual constraints, Unsure
• If an SEC comment or activist filing arrived tomorrow, what is the realistic shortest timeline to implement an urgent remediation? Options: 48–72 hours, 1 week, 2 weeks, 1 month, Longer than a month
• Are any timelines driven by investor relations or financing events we must coordinate with? Options: Earnings release, Capital raise, Debt refinancing, M&A timeline, None of the above, Other
• What internal deadlines or board calendars are immovable and must be honored?

What Would Make This Deployment Feel Secure to Your Board?

• Imagine the board reviews our final plan—what three signals would make them comfortable signing off immediately? Options: Updated charters endorsed by counsel, Proxy language pre-cleared for advisors, A clear owner and timeline for each action, Documented legal risk analysis, Independent benchmark data, Other
• How much rehearsal or dry-run does the board expect before approving external-facing materials? Options: Full rehearsal with simulated Q&A, High level walkthrough only, Sample materials without rehearsal, No rehearsal expected
• What level of documentation do you need to demonstrate fiduciary process (e.g., decision memos, minutes, consultant reports)? Options: Detailed decision memos and minutes, Summary of deliberations, Supporting exhibits only, Not sure — advise us
• Which proxy-advisor or institutional investor expectations are you most concerned we must meet? Options: ISS voting guidelines, Glass Lewis policies, Large passive investor stewardship policies, Exchange listing standards, SEC disclosure norms, Other
• What would make you hesitate to recommend immediate deployment to the board?

Who Will Own What, and How Do We Know It’s Done?

• Would you prefer a RACI-style owner assignment from us, or to provide your preferred owners and we map to tasks? Options: We want you to propose RACI, We will provide owners to you, Collaborative workshop to assign owners, Undecided
• Which of these acceptance criteria must be demonstrably met for a deliverable to be marked complete? Options: Board sign-off, Legal sign-off, Proxy advisor sign-off or no negative recommendation, Internal stakeholder acceptance, External advisor validation, Other
• How do you prefer final deliverables to be packaged—detailed change log, executive summary, annotated originals, or all of the above? Options: Executive summary + annotated originals, Detailed change log only, All of the above, Custom package requested
• Who will handle administrative follow-through tasks like filing, minute updates, and implementation tracking? Options: Corporate Secretary, General Counsel staff, Outside counsel, Program manager provided by us, Other
• How will we measure acceptance at each milestone—signature, email confirmation, board minute notation, or other? Options: Signed resolution, Email confirmation from approver, Board minute record, Committee chair sign-off, Other

Ready to Start — what’s still standing between us and kickoff?

• What is the single biggest obstacle that, if resolved, would let us begin immediately?
• Which of these would you like us to take off your plate as part of initial mobilization? Options: Document collection and indexing, Stakeholder interview scheduling, Drafting first-pass materials, Outreach to proxy advisors, Regulatory checklist compilation, Other
• How comfortable are you with our team engaging directly with internal stakeholders and external advisors on your behalf? Options: Very comfortable — full delegation, Somewhat comfortable — notify me before outreach, Prefer limited engagement — we coordinate introductions, Not comfortable
• What date range should we propose for a formal kickoff meeting? Options: Within 1 week, 1–2 weeks, 2–4 weeks, More than a month, Flexible
• Are there any sensitive stakeholders or political dynamics we should brief privately before broader outreach? If yes, who and why?

Quick Board Snapshot — who are we talking to?

• Please tell us your name, title, and the best contact role we should coordinate with for board governance work Options: Board Chair, Lead Independent Director, General Counsel, Corporate Secretary, Compensation Committee Chair, Other
• How would you describe the company today in a single line (industry, public/private, and size)? Options: Public — Large Cap, Public — Mid Cap, Public — Small Cap, Private — VC-backed, Private — PE-backed, Other
• Is there a specific triggering event that led you to seek governance advisory support now? Options: Proxy advisor negative recommendation, 13D/activist filing, CEO or CFO departure, SEC comment letter, Board turnover, Proactive governance review, Other
• What is your ideal timeline for having an initial governance assessment completed and presented to the board? Options: 2–4 weeks, 4–6 weeks, 1 quarter, 2+ quarters, Unsure/Need guidance
• Who currently owns governance work inside the company (select all that apply)? Options: Internal General Counsel, Corporate Secretary, External counsel (firm name), Chief People Officer/CHRO, Investor Relations, CEO/Chair shared, No clear owner

Are we quietly exposed? — the uncomfortable governance questions

• What governance weakness, if publicly spotlighted, would change the board’s reputation overnight?
• How many negative proxy advisor recommendations, shareholder proposals, or critical analyst notes has the company received in the last two years? Options: None, 1, 2–3, 4–6, More than 6, Unsure
• Have you ever received a formal SEC comment or exchange compliance flag related to governance or disclosures? Options: Yes — substantive (governance-related), Yes — procedural, No, Unsure
• Which governance documents do you currently have and believe are up-to-date? (select all that apply) Options: Board charter, Committee charters, Bylaws, Succession policy, Executive comp policies, Disclosure controls, None or unsure
• Describe one governance area you suspect is under-documented or performing below expectations (give an example if possible)

Where have we had near-misses? — stories that mattered but were contained

• Think of the last governance issue that almost escalated (proxy fight, litigation threat, activist approach). What happened and why did it stop short of crisis?
• Which of the following events have occurred in the last 36 months? (select all that apply) Options: Activist outreach/13D, Negative ISS/Glass Lewis recommendation, Significant say-on-pay opposition, Director resignation under pressure, SEC comment on governance, Shareholder proposal with material support, None of the above
• When those near-miss events happened, which internal owner(s) drove the response? (select all that apply) Options: General Counsel, Corporate Secretary, CEO, Chair/Lead Director, External counsel, IR/Communications, Other
• How prepared do you feel the board was to answer external criticisms during that episode? Options: Very prepared, Somewhat prepared, Underprepared, Completely unprepared
• If you could go back to that near-miss and change one governance decision or document, what would it be?

What keeps the Chair or General Counsel awake at night?

• Which single governance failure would be most personally consequential to the Chair/GC if it occurred? Options: Board process documented as inadequate, Disclosures triggering SEC inquiry, Pay practices causing shareholder revolt, Succession failure after CEO departure, Director liability in litigation, Other
• How concerned are you about director personal liability or derivative suits arising from governance processes? Options: High concern — already active consideration, Moderate concern — preparing, Low concern — monitoring, Not concerned
• What emotional or reputational risks do Board leaders worry about most (e.g., embarrassment, reputational loss, career risk)? Options: Reputational damage, Legal exposure, Loss of investor trust, Media scrutiny, Boardroom paralysis, Other
• Are there stakeholders (large investors, key committee members, strategic partner) whose views will make or break any governance changes? Options: Top 3 institutional investors, Lead investor only, Committee chairs, No single influential stakeholder, Unsure
• What timelines (regulatory windows, retention cliffs, upcoming meetings) create the most pressure on a governance remediation effort?

If this went perfectly, what would the board celebrate?

• Which of these would feel like an unambiguous success to your board within six months? Options: Favorable proxy advisor recommendation, Uncontested say-on-pay vote, Resolved SEC comment with clear disclosure, Clean shareholder engagement outcomes, Documented board processes accepted by legal counsel, Other
• What measurable signals would convince you the governance work 'worked' (pick up to three)? Options: <10% vote against key proposals, No SEC follow-up letters, Public praise from large investor, Benchmarked charters to top peers, Successful director elections without dissidents, Completion of board-level signoff
• What are non-negotiable constraints the board has (e.g., retention of CEO, regulatory timelines, pending transactions)?
• Who in the boardroom needs to feel the victory for this to be sustainable (select all) Options: Chair, Lead Independent Director, General Counsel, Compensation Committee Chair, Audit/Finance Chair, Full board
• Describe one aspirational outcome the board would like to publish or present to shareholders after a successful remediation

What's the minimum fix that actually works (no cosmetics)?

• Are you willing to accept governance changes that trouble management or require executive retention trade-offs? Options: Yes — management trade-offs acceptable, Selective — depends on value, No — retention constraint blocks changes, Unsure
• Which governance areas have historically been addressed with cosmetic updates rather than substantive change? Options: Charters revised in wording only, Proxy language updated superficially, Compensation narrative adjusted but not design, Engagement letters without action, None/Not sure
• What level of change would you label 'material' and require board approval versus 'operational' handled by committees? Options: Material — board signoff required, Mixed — depends on issue, Operational — committee or management, Unsure
• If we proposed three bounded interventions that would materially reduce director liability risk, which would you prioritize? Options: Charter and committee realignment, Compensation governance overhaul, Disclosure and proxy language rewrite, Proactive investor engagement plan, Succession policy and crisis playbook
• Give an example of one change you believe the board would implement immediately if presented with a concise, risk-focused recommendation

Who will drive this in practice and what will they need?

• If there is no single accountable owner, what usually happens to governance initiatives in your organization? Options: They stall, They become fragmented, Handled by external counsel, Committee takes over, Other
• Who are the likely internal owners for a governance remediation project? (select all that will play an active role) Options: General Counsel, Corporate Secretary, Chair/Lead Director, Compensation Chair, Chief People Officer, Investor Relations, External counsel
• How available are key stakeholders for workshops, document reviews, and board-level approvals over the next 60–90 days? Options: High — multiple slots available, Moderate — limited windows, Low — very constrained, Unsure
• What confidentiality or clearance protocols must we observe when accessing documents and engaging with directors? Options: Standard legal confidentiality, Special board-only clearance, Pre-cleared external advisors only, Document retention/PAI restrictions, Other
• Describe the decision escalation path from working group to committee to full board for approving governance changes

Are we measuring success by the right things?

• Which of the following success metrics matter most to your board (pick up to three)? Options: Proxy advisor alignment, Board signoff of charters, Reduced shareholder opposition, No SEC or exchange follow-ups, Improved peer benchmarking scores, Fewer governance-related litigation risks
• What objective evidence will you accept as proof of compliance with proxy advisor, exchange, and SEC expectations? Options: Formal written opinion from counsel, Benchmarking report vs peers, Proxy advisor pre-clearance comments, Exchange confirmation, Board resolution/acceptance
• What cadence and format would you prefer for progress updates (select one)? Options: Weekly written brief, Bi-weekly working sessions, Monthly executive summary, Ad hoc for milestones, Quarterly board presentation
• Are there specific documents or artifacts you want produced as part of the assessment (e.g., redlined charters, proxy drafts, engagement scripts)? Options: Redlined charters/policies, Compensation benchmarking memo, Draft proxy CD&A language, Investor engagement playbook, Board briefing slide deck, All of the above, Other
• What would constitute 'board acceptance' in your governance culture — a formal resolution, CEO endorsement, committee approval, or something else? Options: Formal board resolution, Committee endorsement plus chair sign-off, CEO and GC sign-off, Consensus without formal vote, Other

Practical roadblocks — what will actually slow us down?

• What is the single most likely execution blocker (document access, stakeholder availability, legal review, cultural resistance)? Options: Restricted document access, Limited director time, Management resistance, Procurement/legal delays, Retention/compensation constraints, Other
• Are there ongoing transactions (M&A, financing, proxy contest) that impose blackout periods or regulatory holds on changes? Options: Yes — M&A/ financing, Yes — active proxy contest, No current transactions, Unsure
• Does the company have document retention or litigation hold practices that would limit access to emails or drafts we’d need to review? Options: Yes — strict holds, Partial restrictions, No holds, Unsure
• Which board meetings or committee dates are immovable in the next 90 days that we must align around?
• Please upload or list the key materials we should review first (recent proxy, latest charters, SEC correspondence, recent engagement notes)

Commitments, approvals, and next steps — who signs and when?

• If we agreed on scope today, who has authority to finalize commercial and legal terms? Options: General Counsel, Chair, CEO, Finance/Procurement, Committee Chair (with GC), Other
• How long does your procurement or legal review process typically take for outside counsel engagements? Options: <1 week, 1–2 weeks, 2–4 weeks, 4+ weeks, Unsure
• Would the board be willing to approve a phased milestone schedule (assessment → implementation → engagement) instead of a single upfront project? Options: Yes — prefer phased, Maybe — depends on terms, No — prefer single engagement, Unsure
• What confidentiality or pre-disclosure steps should we take before sharing preliminary recommendations with directors or investors? Options: Board-only distribution, Counsel-to-counsel briefings, Confidentiality agreement, Limited redacted materials, Other
• Assuming alignment, what is the best date range for an initial kickoff meeting with the governance working group? Options: Within 1 week, 1–2 weeks, 2–4 weeks, After next board meeting, Unsure