This letter is intended to explain Board meeting attendance protocols. At BNC’s annual shareholders’ meeting, Directors are elected to serve on the Board of Directors to represent shareholder interests and to govern and grow BNC. Over the last fifty years, BNC has become a complex and sophisticated company. Consistent with BNC’s growth, the Board has worked diligently to incorporate industry and corporate best practices, based on guidance from legal counsel and other advisors concerning effective and efficient governance. One of those best practices is maintaining appropriate attendance at Board meetings.
Board meetings are held for the Board of Directors to make decisions regarding the operations and the strategic direction of the corporation. As a part of this process, the Board receives updates from management and advisors regarding confidential business matters. These updates often include confidential or sensitive information about corporate assets, investments, contract execution, real estate, financial performance, future opportunities, competition, and corporate strategy. The members of the Board of Directors have a fiduciary duty and legal obligation to act in BNC’s best interest and protect this information. Accordingly, to fulfill Directors’ obligation to protect corporate assets and strategy, it is necessary to limit attendance at Board meetings to Directors, Executive Officers, and advisors as necessary. This is not only appropriate, but the normal course of business for BNC specifically, and Alaska Native Corporations generally. In fact, it would be extraordinarily unusual for a Native Corporation to regularly allow (non-Director) shareholder attendance at Board meetings.
To facilitate shareholder involvement and engagement, the Board includes a “persons to be heard” portion on the agenda of its meetings. During this agenda item, any shareholder can attend, ask questions, and raise any issue, without limitation. The Board continues to welcome, appreciate and encourage shareholder participation in this manner. Additionally, individual shareholder engagement and assistance is available through BNC’s corporate headquarters in Bethel and its subsidiary office in Anchorage. Shareholders with questions, concerns, or suggestions about operations, can always contact the office by calling 907-543-2124 or emailing firstname.lastname@example.org. The general activities of the corporation are provided to shareholders through the distribution of the annual report, shareholder newsletters, direct mailers and through presentations provided during the annual meeting of shareholders.