International Corporate Governance Society
Record Retention Policy

Article I. Purpose.

In accordance with the Sarbanes-Oxley Act, which makes it a crime to alter, cover up, falsify,
or destroy any record with the intent of impeding or obstructing any official proceeding, this
policy provides for the systematic review, retention, and destruction of records received or
created by this nonprofit corporation, International Corporate Governance Society (the
“Corporation”), in connection with the transaction of Corporation business. This policy
covers all records, regardless of physical form, contains instructions for how records should be destroyed, and sets forth guidelines as to how long certain records should be kept. The policy is designed to ensure compliance with federal and state laws and regulations, to eliminate accidental or innocent destruction of records, and to facilitate the Corporation’s operations by promoting efficiency and freeing up valuable storage space.

Article II. Electronic Records.

Electronic records will be retained as if they were paper records. Therefore, any electronic
records, including files of donations made online, that fall into one of the record types on the schedule below will be maintained for the appropriate amount of time. If a user has sufficient reason to keep an email message, the message should be printed in hard copy and kept in the appropriate file or moved to an “archive” computer file folder. Backup and recovery methods will be tested on a regular basis.

Article III. Emergency Planning.
 

The Corporation’s records will be stored in a safe, secure, and accessible manner. Records,
including financial files, that are essential to keeping the Corporation operating in an emergency will be duplicated or backed up and maintained off site, as determined by the Record Administrator.

Article IV. Record Destruction.
 

1. Record Administrator. The Corporation’s officer with responsibility for financial oversight
will be the records administrator (“Record Administrator”) and will be responsible for the
ongoing process of identifying the records that have met the required retention period and
overseeing their destruction. Destruction of financial and personnel-related records will be
accomplished by shredding.

2. Suspension of Record Destruction. In the event any staff member, officer, board member,
contractors, or volunteer (“Interested Person”) becomes aware of a governmental investigationor audit concerning the Corporation or the commencement of any litigation against or concerning the Corporation, such person will inform the Record Administrator.

Any further destruction of records will be suspended until such time as the Record Administrator, with the advice of counsel, determines otherwise. The Record Administrator will take such steps as are necessary to promptly inform all Interested Persons of any suspension in the further destruction of records. Record destruction will not resume until determined by the Administrator.

Article V. Compliance.

Failure on the part of any Interested Person to follow this policy can result in possible civil
and criminal sanctions against the Corporation and its employees and possible disciplinary
action against responsible individuals. The Record Administrator and the chair of any board
committee with responsibility for financial oversight, or the chair of the board of dirctors if
there is no such committee, periodically will review these procedures with legal counsel or
the Corporation’s certified public accountant to ensure that they are in compliance with new
or revised regulations.

Article VI. Record Retention Schedule.

Subject to the provisions of Article IV, section 2 above, the Corporation will retain records for the periods specified below. Records that are not listed, but are substantially similar to those listed in the schedule, will be retained for the length of time specified for the substantially similar records that are listed.​
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