How this started, and who is steering it

• Tell me briefly how this governance review started for your board.
• Who is the primary decision maker for selecting an external governance advisor? Options: Board chair, Lead independent director, General counsel, Corporate secretary, Compensation committee chair, Other
• When did the triggering event occur, and how did the board respond in the first 48 hours?
• Describe the top two board outcomes your team must achieve from this engagement.
• Which timeline is your board operating against, within 4 weeks, 4-6 weeks, this quarter, next quarter, or open/unsure? Options: Within 4 weeks, 4-6 weeks, This quarter, Next quarter or later, Open or unsure
• If you had a prioritized gap assessment in hand in six weeks, would that allow you to proceed to contracting and remediation planning? Options: Yes, ready to contract, Probably, pending review, Not without further work, No, not ready

Where current governance actually cracks

• Tell me about a specific recent moment when a governance process failed or nearly failed for your company.
• How often do you receive negative feedback from proxy advisors, major shareholders, or institutional investors? Options: Weekly, Monthly, Quarterly, Rarely, Never
• Which governance documents or processes feel most undocumented or fragile when pressure arrives? Options: Bylaws and charters, Board minutes and records, Director qualification processes, Compensation policies, Shareholder engagement records, Other
• Identify who on your team is usually first to flag a governance risk, and how they escalate it.
• What single unresolved governance gap would make you stop a planned implementation and call for a different approach?

Risks that would force an emergency response

• Describe the worst-case outcome you fear from weak governance, and who bears the exposure.
• When a CEO departure or activist filing happens, how much of the board's agenda shifts to crisis response in the next month? Options: Most of the agenda, Significant portion, Small portion, Minimal or none
• Estimate the financial or reputational cost you would attribute to a significant proxy loss or activist campaign in the last five years.
• Provide the names or roles that would be called on for an emergency governance decision, and whether they are available on short notice.
• If a proxy advisor issues a negative recommendation next quarter, what in your current structure would force you to pause and seek external counsel immediately? Options: Yes, we would seek emergency external counsel, We would rely on internal counsel, We would activate investor relations first, We would pause planned changes

The other options you're weighing

• Name the external firms, incumbent advisors, or internal programs you are actively considering instead of bringing in a new governance advisor.
• List which of those options you have already engaged for proposals, and which are still informal possibilities. Options: RFP requested or in progress, Informal discussions only, No engagement yet, Internal champions exploring
• Has anyone inside your legal, compliance, or governance team proposed resolving these gaps without external support? Options: Yes, strongly advocating, Yes, tentative, No one has proposed that, Not documented
• Explain what would need to be true about your current provider for the board to keep them rather than switching.
• Identify the one alternative that, if selected, would end your need for an external assessment and implementation timeline. Options: Incumbent proves full remediation capability, Internal program resourced and committed, Another advisor offers a full fixed scope solution, No alternative will sufficiently address the risk

What will count as acceptance and who will sign off

• List the deliverables and discrete acceptance gates your board will require for invoicing and closure. Options: Gap assessment report, Prioritized remediation plan, Updated charters and policies, Director evaluation report, Proxy filing support, Shareholder engagement plan, Other
• Provide the names or role titles that must sign each deliverable to trigger billing.
• Please specify the timing your legal team requires for contract review, choose the closest option. Options: Same week, Within 1-2 weeks, 2-4 weeks, Require a board meeting slot
• Name the approval whose absence would delay billing or acceptance. Options: GC sign-off, Board chair approval, Compensation committee sign-off, External counsel attestation, No such approval required
• Would a requirement for an outside third-party attestation prevent you from proceeding with this engagement? Options: Yes, Possibly, with extra time, No

Are you operationally ready to start in 30 days?

• Please map the specific repositories and systems that contain your board minutes, charters, compensation data, and investor communications.
• Give the role title and contact of the person who can grant secure access to board materials and corporate records.
• Can your IT, legal, and governance owners commit to the data sharing we will need, or are additional approvals required? Options: Yes, no barriers, Yes, with approvals, No, significant approvals needed, Unsure
• Select from the following constraints that apply to your readiness, choose all that apply. Options: Data stored across multiple systems, No single owner for governance artifacts, Significant non-digital records exist, Pending legal holds or litigation, Regulatory filing or approval required, APIs or exports unavailable
• Will inability to provide required data access within 10 business days force you to delay the engagement? Options: Yes, must delay, We can proceed with limited access, We can compress timeline with support, Unsure

People, politics, and appetite for change

• Point to the board members or committees who historically push back on governance changes, and tell me why.
• How involved are your CEO, compensation committee chair, and general counsel in daily governance choices today? Options: Heavily involved, Moderately involved, Occasionally consulted, Not involved
• Recall a recent vote or decision that exposed governance friction, what happened and what made it stick with the board?
• Are there influential shareholders or external advisors who must be consulted before the board will accept substantial changes? Options: Institutional investors, Significant individual shareholders, Proxy advisory firms, Major lenders, None of the above
• Point out the single political obstacle inside the boardroom that would prevent implementation of prioritized recommendations within 90 days. Options: Director resistance, Executive pushback, Shareholder dissent, Legal or regulatory hold, Resource constraints

Next practical steps and your readiness to proceed

• Assuming a six-week assessment shows clear priorities, would your board be prepared to approve a pilot remediation within 30 days? Options: Yes, can approve, Maybe, needs more information, No, needs more time, Depends on cost
• Select the contract timing we should target to avoid procurement delays. Options: Immediate procurement, Next board meeting window, End of quarter procurement window, Undetermined
• Choose your preferred billing model for the assessment phase. Options: Fixed-fee assessment, Time and materials, Milestone based billing, Retainer plus success fee
• Pick the target briefing window to present assessment findings to the board. Options: Within 2 weeks, Within 4 weeks, At the next scheduled meeting, Upon request
• Outline the approvals required to scale from a pilot to full implementation within the same quarter.

• Non-Disclosure Agreement (NDA)
• Master Services Agreement (MSA)
• Statement of Work (SOW)
• Data Access Authorization
• Data Processing Agreement (DPA)
• Regulatory Compliance Addendum

• Assessment Kickoff and Evidence Request Confirmation
• Board Chair and Lead Independent Director Interview
• General Counsel Interview and Legal Risk Mapping
• Corporate Secretary Records and Process Mapping
• Consolidated Findings and Evidence Validation Workshop

• Deliver the current-state process map to the shared workspace.
• Document acceptance criteria for legal evidence for each prioritized risk.
• Confirm process mapping scope and desired outputs
• A current-state process map for board recordkeeping and proxy preparation.
• A gap list highlighting missing, inconsistent, or weak evidence trails that require document retrieval or corrective action.
• An agreed sample document list to support validation in the consolidation workshop.
• Confirm scope and success criteria
• Provide the agreed sample documents, including minutes, charters, proxy drafts, and retention logs.
• List specific instances where minutes or approvals lack sufficient detail for evidentiary support.
• Recap consolidated findings and evidence inventory
• A finalized, prioritized gap and risk list with acceptance status and a clear list of evidence needed for each unresolved item.
• Agreement on which findings proceed to the Governance Assessment and which require additional investigation.
• A tracked list of unresolved items with deadlines for evidence delivery before the next stage.
• Publish the consolidated findings report with acceptance flags and prioritized gaps to the shared workspace.
• Collect outstanding evidence items listed during validation and update the evidence inventory.
• Prepare the scope and inputs package for the Governance Assessment stage based on agreed priorities.
• Finalized evidence request list with delivery timelines and access method confirmed.
• Agreed interview roster and schedule covering board chair, lead independent director, general counsel, and corporate secretary.
• Shared understanding of assessment success criteria and any adjustments to initial hypotheses.
• Publish the finalized evidence request and interview schedule to the shared workspace.
• Provision platform access credentials and secure transfer method for requested documents.
• Collect point-of-contact names and preferred times for each interviewee.
• Set interview objectives and output
• Documented board-level findings with acceptance status for each item discussed.
• List of referenced documents and minutes to retrieve for any finding marked needs-more-data.
• Clarified timeline for follow-up on disputed items or additional evidence requests.
• Consolidate interview notes into finding entries with acceptance flags.
• Request copies of specific minutes, charters, or meeting materials referenced during the interview.
• Log follow-up questions on disputed items for subsequent counsel interview.
• Confirm legal scope and meeting output
• A prioritized legal risk map that lists severity, likelihood, and evidence required for validation.
• Complete list of regulatory correspondence, litigation files, and legal analyses to be collected.
• Clear acceptance criteria for what constitutes sufficient legal evidence for each risk.
• Produce the legal risk map and upload it to the shared workspace.
• Request copies of SEC correspondence, legal opinions, material litigation files, and privilege logs as applicable.
• Review initial hypotheses and critical risk areas
• Walk through document creation and approval workflows step-by-step
• Validate each finding and record acceptance status
• Review recent regulatory interactions and disclosure issues
• Review recent major governance decisions and triggers
• Identify recordkeeping gaps and evidence trail weaknesses
• Map potential litigation, derivative, or fiduciary exposure
• Prioritize gaps by governance risk and remediation feasibility
• Draft and finalize evidence request list
• Assess board composition, committee charters, and succession readiness
• Confirm interview roster, schedule, and confidentiality needs
• Agree next steps and unresolved item tracking
• Validate findings and mark acceptance status
• Validate evidence and determine acceptance criteria
• Confirm list of sample documents for deeper review

• decision_readiness
• success_criteria
• stakeholders
• current_state
• gaps
• desired_state
• gaps
• stakeholders
• desired_state
• decision_readiness
• current_state
• success_criteria
• decision_readiness
• current_state
• desired_state
• success_criteria
• gaps
• stakeholders
• decision_readiness
• decision_readiness
• decision_readiness
• decision_readiness

• Draft Board Charter and Bylaw Amendments
• Draft Committee Charters and Committee Structures
• Draft Director Governance Policies and Conflict Rules
• Draft Director Onboarding and Orientation Materials
• Deliver Compensation Benchmarking Report and Pay Framework
• Draft Executive Compensation Agreements and Retention Packages
• Prepare Proxy Statement, Exhibits, and Filing Materials
• Prepare SEC Comment Letter Responses and Supporting Briefs
• Prepare Proxy Advisory Engagement Briefing and Submissions
• Prepare Shareholder Engagement Communications and Q&A Scripts
• Prepare Activist Response Materials and Dissident Slate Defenses
• Draft Emergency CEO Succession Protocols and Interim Resolutions
• Prepare Board Minutes, Formal Resolutions, and Documentary Record

Draft Board Charter and Bylaw Amendments

• Do you have an existing board charter and bylaws that need amendment? Options: Yes, No
• Which sections of your current board charter require updates (e.g., director independence, committee delegation, meeting quorums)? Options: Director independence, Committee delegation/authority, Meeting quorums and notice, Board composition and qualifications, Advance notice/bylaw provisions, Other
• Who currently signs charter and bylaw amendments and who will be the authorized signer for execution?
• How soon must amendments be effective to align with the next proxy statement, annual meeting, or other filing cycle? Options: Immediate (within 7 days), Within 30 days, Within 60-90 days, Align with next annual meeting
• Provide a list of external governance standards or listing-rule provisions to map amendments against (stock exchange listing rules, SEC guidance, proxy-advisor policy themes).
• Are there any shareholder approval thresholds, supermajority provisions, or charter provisions that must be preserved or cannot be amended? Options: Yes - list them below, No
• Declare any items you consider out of scope for this fixed-fee engagement (implementation work, ongoing support, change management, third-party vendor fees).

Draft Committee Charters and Committee Structures

• Which committees do you currently have and which new committees are you considering (e.g., ESG, Risk, Technology)? Options: Audit, Compensation, Nominating/Governance, Risk, ESG/Sustainability, Technology, Other
• Who serves as current committee chairs and which chair roles will change in the next 12 months?
• Specify which current committee charters you will provide for review (file names or location in your board portal).
• When does the compensation committee need benchmarking or pay proposals finalized to support proxy disclosures? Options: Before fiscal year-end, 60-90 days before proxy mailing, At least 30 days before committee meeting, No set deadline
• List the decision thresholds required for committee approvals (e.g., simple majority, independent majority, unanimous) and indicate if any committees require independent director majorities. Options: Simple majority, Independent director majority, Two-thirds / supermajority, Unanimous, Other
• Do you require recommended annual committee calendars and workplans aligned to your fiscal year? Options: Yes - please provide fiscal year, No

Draft Director Governance Policies and Conflict Rules

• What director governance policies do you currently have (e.g., code of conduct, related-party transaction policy, stock ownership guidelines)? Options: Code of conduct, Related-party transaction policy, Stock ownership guidelines, Confidentiality and insider trading policy, Other
• Identify the types of conflicts that have occurred historically and that should be explicitly covered (financial interests, board interlocks, family relationships).
• Name the role responsible for conflict waivers, disclosures, and recordkeeping in your current governance process.
• How will potential conflicts be escalated into board minutes and reported to regulators when materiality thresholds are met?
• Provide the current director code of conduct document or summarize any material deviations from typical director standards.
• Are there specific disclosure thresholds (for example $50,000 or percentage ownership) that currently trigger automatic recusal or reporting? Options: Yes - please specify threshold, No formal thresholds

Draft Director Onboarding and Orientation Materials

• List the onboarding documents you currently provide new directors (for example: bylaws, latest proxy, confidentiality agreements, committee charters).
• When is the next new director expected to join, and what onboarding deadline do you need before their first board meeting? Options: Within 30 days, 30-60 days, 60-90 days, No new director planned
• Identify which internal role conducts director orientation today and whether an external advisor should lead fiduciary-duty training. Options: Corporate Secretary, General Counsel, HR/People, External advisor, Other
• What format do you prefer for orientation materials (digital board portal packet, printed binder, recorded video sessions)? Options: Digital board portal packet, Printed binder, Recorded video sessions, Live workshop
• Will you require a standardized director handbook and checklist that integrates conflict disclosure, committee assignments, and key dates? Options: Yes, No, Maybe - discuss
• Specify any regulatory training modules required for directors (for example insider trading, Section 16 reporting, SEC disclosure obligations).

Deliver Compensation Benchmarking Report and Pay Framework

• Describe the compensation elements you track today (base salary, bonus targets, equity types, long-term incentive metrics). Options: Base salary, Annual bonus/target, Short-term incentives, Long-term equity awards, Other
• Select the benchmarking time period you want used for peer comparisons (most recent fiscal year, trailing 3 years average, trailing 5 years average). Options: Most recent fiscal year, Trailing 3-year average, Trailing 5-year average, Custom period
• Confirm whether you will provide named executive total compensation data and whether peer anonymity for survey contributions is permitted. Options: We will provide named data, We will provide anonymized data, We cannot provide internal data
• Define the acceptance criteria that will confirm the benchmarking report supports the compensation committee's say-on-pay disclosure and external defensibility.
• Indicate the pay percentile targets you prefer for each executive tier (for example 50th for CEO, 75th for other NEOs) or request a recommended target. Options: 50th percentile, 75th percentile, Median/market, Custom - specify
• State any compensation survey databases or subscriptions you currently use for benchmarking or write 'None'. Options: Survey/database list - enter below, None

Draft Executive Compensation Agreements and Retention Packages

• Name the executives who require new or revised employment agreements or retention letters within the next 6 months.
• Describe the key change-in-control and severance provisions that are acceptable (cash multiple, equity vesting acceleration, tax gross-up policy). Options: Cash multiple (specify), Equity vesting acceleration, Tax gross-up, No tax gross-up
• Propose the timing of retention milestones relative to the annual bonus cycle and equity vesting dates.
• Confirm the internal approver for final employment agreements (for example CEO, compensation committee chair, general counsel). Options: CEO, Compensation committee chair, General counsel, Board resolution required
• Indicate the required format of agreement execution for the corporate record (signed PDF, electronic signature with audit trail). Options: Signed PDF, Electronic signature with audit trail, Wet signature required for originals
• Will tax indemnity or clawback clauses be required by your policies or investor expectations? Options: Yes - clawback required, Yes - tax indemnity required, No

Prepare Proxy Statement, Exhibits, and Filing Materials

• State the targeted filing cycle for the next proxy statement (annual meeting, special meeting, contested meeting). Options: Annual meeting, Special meeting, Contested meeting
• Detail the authorized filer and the custodian of the board resolution that authorizes the proxy filing.
• Define which exhibits and schedules you maintain that must be annexed to the proxy statement (for example executive agreements, equity plan summaries).
• Articulate the acceptance criteria that will confirm the proxy materials are complete for SEC filing and defensible against shareholder scrutiny.
• Select the narrative sections where you want substantive drafting support (director biographies, compensation discussion and analysis, risk factors). Options: Director biographies, Compensation discussion and analysis, Risk factors, Corporate governance section, Other
• Share any prior-year proxy PDFs or exhibit templates you want reused for cover and signature pages.

Prepare SEC Comment Letter Responses and Supporting Briefs

• Detail the outstanding SEC comment letters and provide issuer correspondence IDs or docket references.
• Explain who drafted prior responses and whether privilege logs or counsel memoranda are available for review. Options: In-house counsel, External counsel, Both, None available
• Pinpoint the disclosure topics that triggered SEC scrutiny (related-party transactions, executive compensation, revenue recognition) and attach the relevant exhibit pages.
• Explain the evidence that will validate satisfactory SEC comment responses (for example SEC correspondence, confirmatory filing, internal legal sign-off).
• Please identify the internal reviewers who must sign off on the response bundle before filing (for example general counsel, CFO, CEO).
• Advise whether you require a redline showing changes to previously filed disclosures for inclusion with the response. Options: Yes - redline required, No - not required, Optional

Prepare Proxy Advisory Engagement Briefing and Submissions

• Disclose the proxy-advisory policy issues that have historically affected your company (for example board independence, director declassification, executive pay alignment).
• Please confirm the lead contact for proxy-advisory engagements and who will handle institutional investor Q&A during outreach.
• Outline the typical engagement window with proxy-advisory parties relative to your proxy mailing date. Options: 60+ days before mailing, 30-60 days before mailing, Less than 30 days, Ad-hoc
• Select the materials to include in the advisory briefing (draft board letter, compensation benchmarking appendix, director biographies). Options: Draft board letter, Compensation benchmarking appendix, Director biographies, FAQ and Q&A scripts
• Share any recent engagement outcomes or prior negative recommendations we must rebut and attach for case history.
• Outline both qualitative and quantitative measures you will use to judge the effectiveness of the proxy-advisory engagement.

Prepare Shareholder Engagement Communications and Q&A Scripts

• Disclose the key shareholder groups to be engaged and their current holdings percentage (for example largest institutional holders, index funds, activist investors, retail).
• Designate the authorized outreach lead and the attorneys or advisors who will support investor calls.
• Draft the core messages and Q&A scripts you want prepared (board response to activist proposal, compensation justification, succession narrative).
• Estimate how many engagement meetings you plan with your top 10 holders and the preferred timing relative to the vote date. Options: 1-2 meetings, 3-5 meetings, 6+ meetings, No meetings planned
• Note any regulatory or disclosure constraints that should be reflected in outreach scripts (quiet period, Regulation FD, blackout periods).

• Post-Implementation Health Check (weeks 1-4)
• First Measurement Review (weeks 4-10)
• Quarterly Sustainment Review
• Annual Governance Effectiveness Review

• Schedule the next year's board-evaluation and proxy-prep checkpoints into the shared calendar and confirm notification triggers.
• Ensure the prioritized action count is progressing toward Implementation Scope timelines and document any schedule adjustments.
• Reduce outstanding implementation blockers through agreed tasks and timelines, updating the burn-down plan.
• Confirm upcoming proxy-prep and board evaluation activities remain on-track or capture remediation if not.
• Update the implementation roadmap with any schedule changes and publish the revised timeline.
• Create specific remediation tasks for each blocker with target close dates and include them in the next burn-down report.
• Record decisions on enhancement requests and schedule accepted items into the next quarterly work plan.
• Year-to-date outcomes vs Governance Assessment
• Demonstrate that the findings acceptance rate and prioritized action count meet or explain variance from the targets recorded in Governance Assessment.
• Confirm the annual board evaluation and proxy-prep cadence remain fit for purpose or document agreed adjustments.
• Identify any systemic issues that require a targeted remediation program in the next year.
• Publish the annual effectiveness report summarizing findings acceptance rate, prioritized action count, and recommended cadence changes.
• Create a one-year remediation plan for any systemic issues identified, with milestones aligned to the next quarterly reviews.
• Re-confirm scope, owners, and acceptance context
• Confirm the implemented deliverables are accessible and the initial deployment has no critical defects.
• Create a short list of prioritized remediation tasks with target completion dates.
• Ensure named owners retain their responsibilities recorded at Client Acceptance & Sign-Off.
• Publish the health-check findings and remediation task list to the shared workspace within 48 hours.
• Collect access logs and attendance records to support the first measurement meeting.
• Create tickets for each critical blocker with target resolution dates and escalate any items unresolved after 5 business days.
• Present outcome data vs Governance Assessment targets
• Determine whether the number of implementation blockers resolved meets the targets recorded in Governance Assessment, and document corrective steps for any failures.
• Ensure every prioritized initiative has a named client-side owner and an agreed completion date in Implementation Scope.
• Agree a remediation timeline that brings prioritized action count in line with Governance Assessment expectations.
• Produce an outcomes dashboard showing blockers resolved and prioritized initiative status versus Governance Assessment targets.
• List corrective tasks required to close each gap, include target dates from Implementation Scope, and publish for client review.
• Confirm client-side owner assignment for any initiative currently without an owner and record in the implementation plan.
• Status update on prioritized initiatives
• Deployment and access validation
• Blocker burn-down and unresolved risk review
• Review annual board evaluation results and lessons learned
• Diagnose root causes for any shortfalls
• Proxy-preparation readiness and filing milestones
• Agree corrective actions and timelines recorded in Implementation Scope
• Early adoption signals review
• Operational items for proxy preparation and board evaluations
• Confirm owner assignment completeness
• Enhancements and change requests log
• Agree adjustments to steady-state cadence
• Open issues and blocker triage
• Agree immediate remediation actions and owners