Fill and Sign the 08 Checklist for Potential Director and Officer Liability Issues Form

14.08 Checklist for Potential Director and Officer Liability Issues ð Poor or erratic attendance at directors' meetings and committee meetings ð Extensive or recurring contributions to political parties, PACs, politicians, etc. ð Lack of internal management controls ð Inattention to compensation arrangements; lack of compensation committee ð Continuing a wrongful practice after notice • Interface with regulatory authorities • Acquisitions involving negative publicity • Financial delinquencies or irregularities • Disregarding written advice of legal counsel • Dissent from certain acts of board or committees • Delay or failure in filing annual and periodic reports • Failure to have adopted and monitor customary policies • Failure to keep minutes of board and of all committees • Failure to review periodic operational reports and financial statements • Failure to qualify to do business • Personal benefit or gain as a consequence of service performed as an officer or director • Failure to establish audit, compensation or other customary committees • Failure to adopt corporate policy as events arise (litigation, etc.) • Failure to consult legal counsel, auditors, as appropriate • Failure of records to support that decisions were based on adequate information and informal judgment • Failure in making reasonable investigations as necessary • Failure to file registration statements and other reports and filings • Failure to verify facts in official documents before signing and filing them • Failure to verify compensation and benefits paid to directors and officers, for reasonableness • Declaring and paying improper dividends • Paying of dividends that are inadequate and or excessive • Conflicts of interest • Contracts involving self-dealing • Misappropriation of corporate opportunities • Personal interest in transactions • Engaging in a competitive enterprise • Loans by or to corporate officers, directors, or shareholders as involving self-dealing • Failure to identify preference at expense of creditors or other shareholders • Failure to avoid transactions between corporations having common directors • Failure to verify antitakeover measures implemented by a board as involving a good faith and reasonable investigation to determine the existence of a danger to the corporation's policy and effectiveness • Failure to verify offerors of competing acquisition offers as being entitled to equal treatments • Avoid purchase of shares by corporation primarily to retain management in control • Failure to deliver securities promptly after sale • Disclosures insufficiently or improperly made • Actions taken which are disadvantageous to minority shareholders • Freezeout mergers without business purpose • Short-swing profits in stock trading • Publicizing information as to favorable or unfavorable transactions or occurrences • Timeliness of disclosures • Failing to monitor filing of tax returns and payment of taxes • Failure to require withholding in connection with Social Security or income taxes; • Unreasonable accumulation of surplus