7.25[4] Form: General Questionnaire for Potential Nominees to Boards Of
Directors In using the following form of Questionnaire, please keep in mind that not
all questions may be applicable or appropriate in your particular setting.
Heavily regulated industries such as gaming may demand much more detailed and
delicate disclosure, and other industries or situations (such as privately held
corporations) may require much less disclosure. Consider the circumstances of
each situation, and modify this form as appropriate.
To: Potential Nominees to Board of Directors of __________________ (the
"Company")
Copies: Executive Officers, Present Board of Directors Members [list other
appropriate addressees, or convert to letter format for individual addressees]
From: Chairman of the Board [Nominating Company, or other Relevant Officer or Body]
Date: ____________________
Re: Questionnaire for Potential Board of Directors Nominees
This Questionnaire is being submitted in accord with the Company's policies and
practices regarding the nomination of persons to be considered for seats on the
Company's board of directors, and its due diligence activities related to each
such candidate. In order to advance the Board's consideration of your candidacy,
you must complete the following Questionnaire. Some of this information may be
used in connection with one or more background checks. In such case, you will
receive a separate "Consent to Background Check" from the Company, authorizing
the release of certain information regarding you to the Company. Please answer
all questions completely and accurately to the best of your knowledge and
ability. Completed forms should be signed and returned to the following on or
before _______________:
[Insert all relevant contact information for the person charged with timely
collection of Questionnaires.]
General Information
Current Employment/Position/Title:_______________________
Current Employer:________________________________________
Office Address: __________________________________________
_________________________________________________________
Home Address:__________________________________________
_________________________________________________________
Office Telephone: ______________________________________
Home Telephone: ______________________________________
Cell Phone (optional)____________________________________
E-mail Address: ________________________________________
Birth Date: ____________________________________________
Birth Place: ___________________________________________
I am a U.S. citizen ___ I am not a U.S. citizen ___
Social Security Number: _______________________________
Drivers License State and Number: ________________________
¥ Have you ever been known by any other name or surname or used any other
Social Security numbers? If yes, state all names or Social Security numbers used
and dates of use: ___________________________
_________________________________________________________________
¥ Have you ever been accused, indicted or convicted of any criminal
activity? If so, please describe: ________________________
_________________________________________________________________
¥ Have you ever been the subject of any disciplinary or other proceeding
involving any governmental, professional or other organization? If so, please
describe: _____________________________
_________________________________________________________________
¥ Please describe any circumstances that would prevent you from attending
regular board meetings or completing a full ____ year term on the Company's
board of directors: _________________________
_________________________________________________________________
¥ Please describe briefly why you wish to serve on the Company's board:
__________________________________________________________
_________________________________________________________________
(use separate sheet if more space required).
¥ Please describe some of your special talents and experience that would
make you an asset to the Company's board of directors:
_________________________________________________________________
_________________________________________________________________
¥ Based on your current knowledge of the Company, the industry sector and
the economy at large, please describe some of the major opportunities or
challenges that you believe confront the Company today:
__________________________________________________________
_________________________________________________________________
Educational Background
Graduate Schools Attended: (School) (City & State)
Dates of Attendance: From to Degree: Date Awarded:
Colleges or Universities Attended:
(School)
(City & State)
(Dates Attended) (Degree) (School)
(City & State)
(Dates Attended) (Degree) (School)
(City & State)
(Dates Attended) (Degree) (School)
(City & State)
(Dates Attended) (Degree)
If you have ever been dismissed from or disciplined by any such educational
institution, please describe: ___________________________
___________________________________________________________________
Employment and Business Ownership and Involvement
¥ Please identify in reverse chronological order the names of all corporations,
firms, or other business enterprises, partnerships, nonprofit organizations, and
educational or other institutions with which you are now or have ever been in
the past connected as an employee, officer, owner, director, trustee, partner,
advisor, or consultant, including dates and titles associated with the
affiliation. You do not need to identify publicly traded businesses in which you
were only a stockholder and never had any involvement other than buying or
selling less than 1% of the securities and never had any position on the Board,
as an employee, officer or consultant or in management of the business:
___________________________________________________________________
___________________________________________________________________
¥ Please describe the nature of any contractual or informal arrangement you may
have with any business enterprise in regard to future employment or future
involvement as an independent contractor:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever been affiliated with a business enterprise in which there were
allegations of fraud or accounting improprieties? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever been affiliated with a business enterprise that experienced
serious financial downturn or sought protection (or threatened to seek
protection) under the bankruptcy laws? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
Government Positions
¥ Please describe any positions that you currently hold or have ever held in any
federal, state, or local government (foreign or domestic), together with the
dates associated with the position(s):
___________________________________________________________________
___________________________________________________________________
¥ Please describe any military service that you have provided, together with
ranks held, dates of service, and the nature of your discharge:
___________________________________________________________________
___________________________________________________________________
Organization Membership
¥ Please list each membership you have had or currently hold with any civic,
social, charitable, educational, political, professional, fraternal, benevolent,
nonprofit, private club, recreational organization (golf club, country club,
tennis club, health club, etc.), or other membership organization. Please
include dates of membership and any positions you have held:
___________________________________________________________________
___________________________________________________________________
¥ Do any of the membership organizations listed above have any membership
restrictions? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
¥ Do any of the membership organizations listed above discriminate on the basis
of race, sex, age, or national origin or maintain policies regarding such
discrimination? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
Financial
¥ On an attachment to this Questionnaire, please provide the names of all
corporations, partnerships or other institutions in which you have, or in the
past five years have had, any financial interests through the ownership of
stock, stock options, bonds, partnership interests, equity, or other
arrangements, including trusts. There is no need to identify publicly held
businesses in which you have never owned more than 1% of the business's
securities.
¥ On an attachment to this Questionnaire, please provide the names of all
corporations, firms, or other business enterprises, partnerships, nonprofit
organizations, and education or other institutions, with which you have any
continuing financial interests through present employment or by reason of a
pension or retirement plan, stock bonus, profit-sharing, or other arrangement as
a result of any current or prior employment or business or professional
association. Please describe the nature of such continuing financial interests.
¥ On an attachment to this Questionnaire, please list all your interests in real
property, other than a personal residence or vacation home, setting forth the
nature of your interest, the type of property, and the address.
¥ Have your wages, earnings, or other income ever been subject to garnishment,
attachment, charging order, voluntary wage execution or the like? If yes, please
explain:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever declared bankruptcy personally? If yes, please explain,
providing relevant dates and describing resolution:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever been involved in any commercial dispute, including, but not
limited to, disputes over real estate, financial issues, or private business
matters? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever been involved in any investigation or allegations over financial
matters brought by any federal, state or local authorities? If yes, please
explain:
___________________________________________________________________
___________________________________________________________________
Civil, Criminal and Investigatory Proceedings
¥ Have you ever been involved in civil or criminal litigation, or administrative
or legislative proceedings of any kind, either as plaintiff, defendant,
respondent, witness, or party in interest? If yes, please provide full details
including dates, issues litigated, resolution, and the location where the civil
action is recorded:
___________________________________________________________________
___________________________________________________________________
¥ Has any business concern you ever owned, controlled, served as a director for,
or were employed by or affiliated with, been charged with any crime or offense?
If yes, please provide full details, including relevant dates, nature of charge,
resolution, and the location where the criminal action is recorded:
___________________________________________________________________
___________________________________________________________________
¥ Have you, or any business concern you ever owned, controlled, served as a
director for, or were employed by or affiliated with, been the target or subject
of investigation conducted by any governmental agency, court, committee, grand
jury, or investigatory body? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever been called to testify or requested to take a polygraph exam
before any governmental agency, court, committee, grand jury, or investigatory
body? If yes, please explain the nature and circumstances of your testimony:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever been granted immunity by any federal, state or local
authorities, or sought assurances from law enforcement authorities that you
would not be prosecuted? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
Prior Investigations
¥ Have you ever been the subject of prior background checks, investigations,
confirmation hearings, or government clearance checks? If yes, please explain
any issues that were raised:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever been denied government clearance or confirmation to any
position? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever been involved in any type of ethics investigation? If yes,
please explain:
___________________________________________________________________
___________________________________________________________________
Publicity
¥ Have you ever been publicly identified, in person or by organizational
membership or affiliation, with a particularly controversial national or local
issue? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
¥ Have you ever been involved in any other public controversy not covered by the
preceding question? If yes, please explain:
___________________________________________________________________
___________________________________________________________________
¥ Is there any other information, including information about other members of
your family, that could be considered a possible source of embarrassment to you
or your family?
___________________________________________________________________
___________________________________________________________________
Certification
I hereby certify that the information provided in the answers above is complete
and truthful.
Signature:Date: