Jay Baris |
There is no single factor in determining who should serve as the CCO liaison. "Boards have to do what works best for them and you have to be concerned that you don't overwork the trustees," Baris said. "It may make sense to divide the heavy lifting among committees so that no one director is burdened with the details of every aspect of the board's responsibilities."
Bob Carlson, a partner with Paul, Hastings, Janofsky & Walker, has seen two ways in which boards have handled quarterly reports from the CCO. In one case the report is made to the full board, usually in an executive session with the independent directors. In the other, the report is made to the audit committee first and then again in executive session with the independent members of the board. "It seems to me either one is perfectly appropriate," Carlson said, adding this would also be appropriate for the annual report but it is likely the initial annual report will be presented to the entire board and then later discussed in an executive session.