Cooley D+O through Cooley Connect is Cooley’s D&O Questionnaire portal, which is a digital software solution that will help Cooley and their clients complete the detailed directors’ and officers’ questionnaire. These can then be distributed out to all respondents, replacing a traditionally laborious and cumbersome task, which involved a paper solution used to distribute D&O questionnaires.
What is a D&O Questionnaire?
A Directors’ and Officers’ Questionnaire (commonly known as a “D&O Questionnaire”) is used to collect and verify information annually to assist a company in preparing its proxy statement and Form 10-K (but they are also used for registration statements and other SEC filings). D&O questionnaires typically gather information about each respondent’s background and experience, securities ownership, conflicts of interest, independence, compensation, and insider transactions, among other pertinent information.
Why are D&O Questionnaires Important?
D&O questionnaires are an important part of the company’s compliance function—as well as disclosure controls & procedures—as it helps the company conduct due diligence in drafting a proxy statement and annual report to ensure there are no material misleading statements or omissions. More specifically, D&O questionnaires collect individual data that is required to be disclosed by the Securities and Exchange Commission (SEC) and other stock-exchange and regulatory bodies, which help provide transparency to shareholders and regulators about potential conflicts of interest, company compensation practices, and the qualifications and independence of directors. D&O questionnaires are also important to confirm that board and committee compositions meet the relevant legal and stock exchange requirements, and include questions to assist a company and their directors and executive officers comply with various other legal requirements.