Board and committee readiness for a listed company

Record the source, requirement, responsible owner and evidence needed for each obligation. Distinguish binding rules from governance-code expectations and voluntary commitments rather than applying a generic listed-company template.

Require counsel to assess each role separately. For a Nasdaq listing in the US, the rulebook distinguishes board, audit, compensation and nomination requirements; one independence assessment should not be assumed to settle every appointment. See the [Nasdaq corporate governance rules](https://listingcenter.nasdaq.com/rulebook/nasdaq/rules/nasdaq-5600-series).

For each proposed reliance, obtain a written eligibility assessment, identify the disclosure needed and assign an owner to monitor continuing eligibility. Do not treat a transitional arrangement as the permanent operating model.

Map oversight, executive management, shareholder approvals and any employee-representation arrangements to the issuer's actual legal structure. Avoid importing a single-board allocation into a structure with separate management and supervisory bodies.

Turn findings into recruitment, approval, documentation or operational tasks. Identify which gaps must be resolved before listing and which can remain open only with a verified legal basis.

Name who confirms appointment validity, committee eligibility, approved documents and disclosure consistency. Escalate unresolved issues to the board rather than leaving the IPO project team to accept them informally.

Assess financial reporting, industry knowledge, risk, capital allocation, technology and relevant operating markets. Record gaps and recruitment priorities instead of relying on biographies or reputation alone.

Capture employment, advisory work, business dealings, family connections, shareholder affiliations and other potentially relevant relationships. Route uncertain cases to counsel and retain the reasoning behind each determination.

For US exchange listings, audit committee independence is subject to a specific federal framework as well as applicable exchange standards. Document the applicable analysis rather than assuming that a non-executive title establishes eligibility. See the [SEC's audit committee standards](https://www.sec.gov/rules-regulations/2003/04/standards-relating-listed-company-audit-committees).

Retain the necessary resolutions, consents and appointment documents, and test availability against the reporting and transaction calendar. A preferred candidate is not a completed appointment.

Maintain an interests register and explain how directors declare new conflicts, leave relevant discussions and avoid receiving restricted papers. Test whether recusals could prevent a valid decision.

Clarify the roles of the chair, executive leadership and any independent leadership role appropriate to the structure. Identify who leads sensitive discussions or takes over if a chair or committee member becomes unavailable.

Use the applicable eligibility and financial-competence requirements, retain the supporting assessment and identify recruitment gaps. Do not substitute a general board skills matrix for the committee-specific review.

For a US Nasdaq listing, check the charter against the applicable audit committee rules, including oversight responsibilities, authority and access to resources. Allocate reporting, audit and control matters without obscuring management's responsibilities. See the [Nasdaq corporate governance rules](https://listingcenter.nasdaq.com/rulebook/nasdaq/rules/nasdaq-5600-series).

Specify the expected papers on significant judgments, estimates, reporting issues, control deficiencies and remediation. Ask management to distinguish matters requiring a decision from items supplied for information.

Document meeting access, private-session arrangements and routes for raising concerns outside management reporting lines. Where assurance capability is incomplete, assign responsibility for resolving the gap.

Identify applicable restrictions, approval responsibilities and the records needed before engagements are commissioned. Include work requested by subsidiaries so that the review is not limited to headquarters.

Walk through how a concern reaches the committee, who investigates it, how confidentiality is protected and how remediation is tracked. Use an anonymised scenario rather than treating policy approval as evidence that the process works.

Determine whether separate committees, combined arrangements or another permitted structure applies. Record membership, chair eligibility and any justified reliance on an exemption instead of assuming every venue uses the same committee model.

Specify decisions, recommendations, access to advisers and matters reserved to the board or shareholders. In the UK, guidance for companies applying the UK Corporate Governance Code supports documenting committee responsibilities and delegated authority in their terms of reference. See the [FRC's corporate governance guidance](https://www.frc.org.uk/library/standards-codes-policy/corporate-governance/corporate-governance-code-guidance/).

Allocate responsibility for executive pay, director fees, incentives, equity awards and termination arrangements. Identify applicable shareholder approvals and disclosures, and prevent executives from controlling decisions about their own remuneration.

Give the committee a coordinated assessment of dilution, cost, performance measures, contractual terms and any applicable recovery provisions. Resolve differences between plan documents, budget assumptions and prospectus descriptions.

Document candidate criteria, conflicts, due diligence and the rationale for selection. Distinguish shareholder nomination rights from the board's process for assessing whether a candidate can perform the proposed role.

Identify potential successors, interim leadership and recruitment responsibilities for board and committee positions. Test whether a departure would leave an eligibility, expertise or decision-making gap.

Ask the broker and counsel to explain insured persons, entities, territories, offering-related exposures, exclusions and defence-cost arrangements. Obtain written confirmation of the intended coverage rather than relying on a policy title.

Clarify how existing circumstances, policy changes, director departures and transaction-related provisions are handled. Record who must notify the insurer and who can obtain urgent assistance.

Document the protection available to each director and its limits, approval basis and interaction with insurance. Do not describe insurance or indemnities as eliminating personal accountability.

Schedule review and approval steps around the issuer's actual obligations, auditor availability and shareholder processes. Include time to resolve questions rather than placing committee and board approvals back to back by default.

Use decision-focused papers with named sponsors, clear requests and supporting evidence. Record challenge, conflicts and decisions accurately, and maintain controlled access and a visible register of outstanding actions.

Check names, roles, biographies, independence conclusions, committee descriptions and approved policies against appointment records and the prospectus. Assign ownership for subsequent website and reporting updates.

Cover the business model, finances, principal risks, legal structure, reporting process and committee responsibilities. Give directors access to operational leaders and underlying information, not only presentation slides.

Use the applicable rules to cover confidential information, market disclosures, director dealings, conflicts and shareholder communications. Record attendance and test escalation routes without presenting one jurisdiction's requirements as universal.

Test a late reporting adjustment, a director conflict or a sensitive disclosure issue. Check who convenes the meeting, what information is required, who can decide and how the decision is documented.

Set the scope, participants, confidentiality arrangements and follow-up process. In the UK, for companies applying the UK Corporate Governance Code, align the framework with its board and committee performance-review expectations. See the [UK Corporate Governance Code](https://media.frc.org.uk/documents/UK_Corporate_Governance_Code_2024_a2hmQmY.pdf).

Record improvements to composition, information quality, meeting conduct and committee coordination. Assign accountable owners and require closure evidence rather than treating completion of a questionnaire as the outcome.

Verify approved appointments, charters, protection arrangements and operating procedures against the evidence pack. Give the board visibility of unresolved items and transfer continuing obligations into the governance calendar and post-listing action register.