RR Donnelley (NASDAQ: RRD) is a Fortune 500 company based in Chicago, Illinois, that provides print and related services. Corporate headquarters are located at 111 S. Wacker Drive.
The company, originally known as R.R. Donnelley & Sons Company, was founded in 1864 by Richard Robert Donnelley. His son, Reuben H. Donnelley, founded the otherwise unrelated company R. H. Donnelley.[1]
RR Donnelley's cartographic production facility was for many years one of the largest in the United States. In the late 1980s, the division was spun off as its own company, Geosystems, which in turn became MapQuest. It is now a subsidiary of AOL.
This publication has been written to acquaint public companies in the United States
about their obligations under the corporate governance regulatory scheme that
exists after the enactment of the Sarbanes-Oxley Act of 2002. It also informs
companies and their officers, directors and shareholders about their SEC reporting
obligations, the restrictions on trading in the companies’ stock and the rules related
to document retention. Finally, this publication seeks to familiarize companies with
the process of going private or going dark in the event of a determination that the
costs and burdens of being a reporting public company listed on an exchange
outweigh the benefits of being a reporting company.
The opinions expressed in this publication are those of the author and do not necessarily
reflect the views of Edwards Angell Palmer & Dodge LLP or any other person.
RR
Under the NYSE requirements, non-management directors are required to hold regularly scheduled
“executive sessions” without management and independent directors are required to meet at least once
a year without non-independent directors (the NYSE has proposed to remove the requirement that
independent directors meet separately once a year). “Non-management” directors are all those who are
not executive officers, and includes directors who are not independent by virtue of a material relationship,
former status or family membership, or for any other reason. If a company’s non-management
directors includes any who are not independent, then at least once a year the board should schedule an
executive session including only independent directors.
Either a single presiding director for these executive sessions needs to be designated and disclosed
in the company’s proxy statement, or the procedure by which he or she is designated must be so disclosed.
NYSE listed companies are required to disclose a method for “interested parties” to communicate
directly with the presiding director or with the non-management directors as a group. This policy
should be established with the involvement of the company’s audit committee, include the receipt,
retention and treatment of complaints regarding accounting, internal accounting controls or auditing
matters and permit confidential and anonymous submissions by employees regarding questionable
accounting or auditing matters (although this provision allowing anonymity conflicts with EU laws and
rules, as noted above under “Standards for Audit Committees”). The Nasdaq Stock Market rules contain
a similar, though more general, provision. Under the Nasdaq Stock Market rules, independent
directors are required to meet in executive session at least twice a year. While the additional requirements
of the NYSE are not included in the Nasdaq Stock Market policy, companies should give strong
consideration to adopting them as part of their governance and internal controls. There are other
measures concerning board meetings that should be adopted by companies as well.
Aside from the laws and requirements adopted by Congress or adopted by the exchanges within the
past few years, there must be a change of attitude on the part of directors of public companies. The
great public outcry and adverse press that followed the business failures of 2001 and 2002 should
impress upon directors the importance of their roles and should change the way directors’ meetings
are conducted.
We have detailed document retention policies to establish retention periods for records created or
received in the normal course of business. A record is any information, regardless of physical format,
which has been created or received in the transaction of the Company’s business. Physical format of a
record includes hard copy, electronic, magnetic tape, disk, audio, video, optical image, etc. Each
corporate department is responsible for the maintenance, retrieval, transfer, and destruction of its
records in accordance with the established filing procedures, records retention schedules and procedures.
The alteration, destruction or falsification of corporate documents or records may constitute a criminal
act. Destroying or altering documents with the intent to obstruct a pending or anticipated official
government proceeding is a criminal act and could result in large fines and a prison sentence of up to
20 years. Document destruction or falsification in other contexts can result in a violation of the federal
securities laws or the obstruction of justice laws.
Before any destruction of any documents or records, you must consult the Company’s document
retention procedures. You are required to review, follow and abide by the terms of those procedures. If
the procedure is not clear, questions arise, or there is a pending or anticipated official proceeding, then
the General Counsel must approve any document destruction.
E mployment Records. Included in this schedule are all those records
that an office may keep related to employment. This schedule applies to all
county offices, except where a specific exception is listed in the retention
schedule for that office. To a certain extent, the records kept by county offices
vary from county to county in either the format of record kept, the name given to
the record or the frequency of its occurrence. There are many different listings in this schedule
that contain the same information. Generally, the information does not have to be kept in those
separate formats, it simply has to be present somewhere in the records of the office. The fact that
a certain record is listed in this schedule does not necessarily indicate that you should have it in
your office. It may be a format for record-keeping that was never utilized in your county, or you
may keep the record under a different name. If you have records in your office that are not listed
in this schedule by name, check the descriptions of the records to see if we may have called it by
a different term. If you still cannot locate any entry relative to the record, contact us at the
County Technical Assistance Service for guidance in determining the proper disposition of the
record and so that we can make note of that record’s existence to include it in future revisions of
this manual. Most of the legal requirements for employment record retention come from federal
laws and regulations which are cited under the legal authority for the individual record.
The factors that could cause material differences in the expected results of RR Donnelley include, without limitation, the following: the volatility and disruption of the capital and
credit markets, and adverse changes in the global economy; successful execution and integration of acquisitions; successful negotiation of future acquisitions; and our ability to
integrate operations successfully and achieve enhanced earnings or effect cost savings; the ability to implement comprehensive plans for the integration of sales forces, cost
containment, asset rationalization, system integration and other key strategies; the ability to divest non-core businesses; future growth rates in our core businesses; competitive
pressures in all markets in which we operate; our ability to access unsecured debt in the capital markets and the participants’ ability to perform to our contractual lending and
insurance agreements; factors that affect customer demand, including changes in postal rates and postal regulations, changes in the capital markets, changes in advertising
markets, the rate of migration from paper-based forms to digital formats, customers’ budgetary constraints, and customers’ changes in short-range and long-range plans; the
ability to gain customer acceptance of our new products and technologies; the ability to secure and defend intellectual property rights and, when appropriate, license required
technology; customer expectations and financial strength; performance issues with key suppliers; changes in the availability or costs of key materials (such as ink, paper and
fuel) or in prices received for the sale of by-products; changes in ratings of our debt securities, as a result of financial community and rating agency perceptions of our business,
operations and financial condition and the industry in which we operate; the ability to generate cash flow or obtain financing to fund growth; the effect of inflation, changes in
currency exchange rates and changes in interest rates; the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, environmental
compliance (including the emission of greenhouse gases and other air pollution controls), health and welfare benefits, price controls and other regulatory matters and the cost,
which could be substantial, of complying with these laws and regulations; contingencies related to actual or alleged environmental contamination; the retention of existing, and
continued attraction of additional, customers and key employees; the effect of a material breach of security of any of our systems; the effect of labor disruptions or labor
shortages; the effect of economic and political conditions on a regional, national or international basis; the effect of economic weakness and constrained advertising; uncertainty
about future economic conditions; the possibility of future terrorist activities or the possibility of a future escalation of hostilities in the Middle East or elsewhere; the possibility of a
regional or global health pandemic outbreak; adverse outcomes of pending and threatened litigation; and other risks and uncertainties detailed from time to time in our filings
with the SEC, including under “Risk Factors” in our Annual Report on Form 10-K. Readers are strongly encouraged to read the full cautionary statements contained in RR
Donnelley's filings with the SEC.
The company, originally known as R.R. Donnelley & Sons Company, was founded in 1864 by Richard Robert Donnelley. His son, Reuben H. Donnelley, founded the otherwise unrelated company R. H. Donnelley.[1]
RR Donnelley's cartographic production facility was for many years one of the largest in the United States. In the late 1980s, the division was spun off as its own company, Geosystems, which in turn became MapQuest. It is now a subsidiary of AOL.
This publication has been written to acquaint public companies in the United States
about their obligations under the corporate governance regulatory scheme that
exists after the enactment of the Sarbanes-Oxley Act of 2002. It also informs
companies and their officers, directors and shareholders about their SEC reporting
obligations, the restrictions on trading in the companies’ stock and the rules related
to document retention. Finally, this publication seeks to familiarize companies with
the process of going private or going dark in the event of a determination that the
costs and burdens of being a reporting public company listed on an exchange
outweigh the benefits of being a reporting company.
The opinions expressed in this publication are those of the author and do not necessarily
reflect the views of Edwards Angell Palmer & Dodge LLP or any other person.
RR
Under the NYSE requirements, non-management directors are required to hold regularly scheduled
“executive sessions” without management and independent directors are required to meet at least once
a year without non-independent directors (the NYSE has proposed to remove the requirement that
independent directors meet separately once a year). “Non-management” directors are all those who are
not executive officers, and includes directors who are not independent by virtue of a material relationship,
former status or family membership, or for any other reason. If a company’s non-management
directors includes any who are not independent, then at least once a year the board should schedule an
executive session including only independent directors.
Either a single presiding director for these executive sessions needs to be designated and disclosed
in the company’s proxy statement, or the procedure by which he or she is designated must be so disclosed.
NYSE listed companies are required to disclose a method for “interested parties” to communicate
directly with the presiding director or with the non-management directors as a group. This policy
should be established with the involvement of the company’s audit committee, include the receipt,
retention and treatment of complaints regarding accounting, internal accounting controls or auditing
matters and permit confidential and anonymous submissions by employees regarding questionable
accounting or auditing matters (although this provision allowing anonymity conflicts with EU laws and
rules, as noted above under “Standards for Audit Committees”). The Nasdaq Stock Market rules contain
a similar, though more general, provision. Under the Nasdaq Stock Market rules, independent
directors are required to meet in executive session at least twice a year. While the additional requirements
of the NYSE are not included in the Nasdaq Stock Market policy, companies should give strong
consideration to adopting them as part of their governance and internal controls. There are other
measures concerning board meetings that should be adopted by companies as well.
Aside from the laws and requirements adopted by Congress or adopted by the exchanges within the
past few years, there must be a change of attitude on the part of directors of public companies. The
great public outcry and adverse press that followed the business failures of 2001 and 2002 should
impress upon directors the importance of their roles and should change the way directors’ meetings
are conducted.
We have detailed document retention policies to establish retention periods for records created or
received in the normal course of business. A record is any information, regardless of physical format,
which has been created or received in the transaction of the Company’s business. Physical format of a
record includes hard copy, electronic, magnetic tape, disk, audio, video, optical image, etc. Each
corporate department is responsible for the maintenance, retrieval, transfer, and destruction of its
records in accordance with the established filing procedures, records retention schedules and procedures.
The alteration, destruction or falsification of corporate documents or records may constitute a criminal
act. Destroying or altering documents with the intent to obstruct a pending or anticipated official
government proceeding is a criminal act and could result in large fines and a prison sentence of up to
20 years. Document destruction or falsification in other contexts can result in a violation of the federal
securities laws or the obstruction of justice laws.
Before any destruction of any documents or records, you must consult the Company’s document
retention procedures. You are required to review, follow and abide by the terms of those procedures. If
the procedure is not clear, questions arise, or there is a pending or anticipated official proceeding, then
the General Counsel must approve any document destruction.
E mployment Records. Included in this schedule are all those records
that an office may keep related to employment. This schedule applies to all
county offices, except where a specific exception is listed in the retention
schedule for that office. To a certain extent, the records kept by county offices
vary from county to county in either the format of record kept, the name given to
the record or the frequency of its occurrence. There are many different listings in this schedule
that contain the same information. Generally, the information does not have to be kept in those
separate formats, it simply has to be present somewhere in the records of the office. The fact that
a certain record is listed in this schedule does not necessarily indicate that you should have it in
your office. It may be a format for record-keeping that was never utilized in your county, or you
may keep the record under a different name. If you have records in your office that are not listed
in this schedule by name, check the descriptions of the records to see if we may have called it by
a different term. If you still cannot locate any entry relative to the record, contact us at the
County Technical Assistance Service for guidance in determining the proper disposition of the
record and so that we can make note of that record’s existence to include it in future revisions of
this manual. Most of the legal requirements for employment record retention come from federal
laws and regulations which are cited under the legal authority for the individual record.
The factors that could cause material differences in the expected results of RR Donnelley include, without limitation, the following: the volatility and disruption of the capital and
credit markets, and adverse changes in the global economy; successful execution and integration of acquisitions; successful negotiation of future acquisitions; and our ability to
integrate operations successfully and achieve enhanced earnings or effect cost savings; the ability to implement comprehensive plans for the integration of sales forces, cost
containment, asset rationalization, system integration and other key strategies; the ability to divest non-core businesses; future growth rates in our core businesses; competitive
pressures in all markets in which we operate; our ability to access unsecured debt in the capital markets and the participants’ ability to perform to our contractual lending and
insurance agreements; factors that affect customer demand, including changes in postal rates and postal regulations, changes in the capital markets, changes in advertising
markets, the rate of migration from paper-based forms to digital formats, customers’ budgetary constraints, and customers’ changes in short-range and long-range plans; the
ability to gain customer acceptance of our new products and technologies; the ability to secure and defend intellectual property rights and, when appropriate, license required
technology; customer expectations and financial strength; performance issues with key suppliers; changes in the availability or costs of key materials (such as ink, paper and
fuel) or in prices received for the sale of by-products; changes in ratings of our debt securities, as a result of financial community and rating agency perceptions of our business,
operations and financial condition and the industry in which we operate; the ability to generate cash flow or obtain financing to fund growth; the effect of inflation, changes in
currency exchange rates and changes in interest rates; the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, environmental
compliance (including the emission of greenhouse gases and other air pollution controls), health and welfare benefits, price controls and other regulatory matters and the cost,
which could be substantial, of complying with these laws and regulations; contingencies related to actual or alleged environmental contamination; the retention of existing, and
continued attraction of additional, customers and key employees; the effect of a material breach of security of any of our systems; the effect of labor disruptions or labor
shortages; the effect of economic and political conditions on a regional, national or international basis; the effect of economic weakness and constrained advertising; uncertainty
about future economic conditions; the possibility of future terrorist activities or the possibility of a future escalation of hostilities in the Middle East or elsewhere; the possibility of a
regional or global health pandemic outbreak; adverse outcomes of pending and threatened litigation; and other risks and uncertainties detailed from time to time in our filings
with the SEC, including under “Risk Factors” in our Annual Report on Form 10-K. Readers are strongly encouraged to read the full cautionary statements contained in RR
Donnelley's filings with the SEC.
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