Scott Green

Sarbanes-Oxley and the Board of Directors (eBook, PDF)

Techniques and Best Practices for Corporate Governance

• Format: PDF

Produktbeschreibung

Sarbanes-Oxley and the Board of Directors is a practical, down-to-earth guide for board members. It covers everything from board basics to compliance with regulations, corporate culture and values to assessing and reacting to hostile shareholder activities. Complete with real-world examples, vignettes, case studies, and other information, this guide helps board members, CEOs, CFOs, and others understand their responsibilities and potential liabilities and implement effective corporate governance. It covers building a strong framework for effective governance, ways to protect board members, specific guidance for effective corporate oversight and communications, and more. Sarbanes-Oxley and the Board of Directors gives directors the knowledge, techniques, and tools to serve the company and its stockholders well.

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Produktdetails

• Verlag: John Wiley & Sons
• Seitenzahl: 352
• Erscheinungstermin: 5. August 2005
• Englisch
• ISBN-13: 9780471751748
• Artikelnr.: 37339540

Autorenporträt

SCOTT GREEN, CPA, is the Compliance Director for Weil, Gotshal and Manges (one of the largest law firms in the world), and has nearly twenty years of experience in the related fields of corporate governance, management controls, finance, and accounting. He is a graduate of the University of Idaho and Harvard Business School. A sought-after speaker and expert on Sarbanes-Oxley, Green has written numerous articles published in professional journals. He authored Manager's Guide to the Sarbanes-Oxley Act: Improving Internal Controls to Prevent Fraud, also published by Wiley.

Inhaltsangabe

Preface. Acknowledgments. Chapter 1: A Sturdy Framework. PART I: GOVERNANCE
FACTOR I. Building a Strong Foundation. Chapter 2: Making of a Governance
Revolution. Regulatory Development in the United States. Relative Maturity
of Worldwide Governance. Chapter 3: Board Basics. Independence Is the Key.
Board Size Matters. Committees: Source of Functional Support. The Imperial
CEO. Director Development. Chapter 4: Dealing with Your Liability Up Front.
Business Judgment "Bunker". Next Line of Defense: Indemnity and Insurance.
Reputation: A Priceless Asset. PART II: GOVERNANCE FACTOR II. Organize to
Lead. Chapter 5: Minding the Numbers: The Audit Committee. A Strong
Constitution: The Audit Committee Charter. Your Financial Experts. Listen
to the Whiners. Managing the Auditors. Red Flags of Financial Reporting.
Internal Control: Six Smart Precertification Steps. Chapter 6: How Much Is
Fair?: The Compensation Committee. Designing the Plan. Unspoken Cost: Stock
Options. Piecework: Transaction Compensation. Danger of Oversized
Parachutes. Measuring Performance. Unwanted Incentives. Tell Us about Your
Shareholder Equity Plan. The Fight Is On! Chapter 7: Keeping It Clean: The
Corporate Governance/Nominating Committee. Governing the Board. Setting the
Rules. Evaluating the Board. And the Directors. And the CEO. Next!
Succession Planning. Finding That Perfect Director. Is the Strategy Still
Valid? Chapter 8: Other Committees to Have and to Avoid. Where Have All of
the Executive Committees Gone? Reemergence of Finance Committees. When
Public Policy, Safety, and Research Are Drivers. Addressing Special
Occasions. PART III: GOVERNANCE FACTOR III. Insist on High Standards.
Chapter 9: Hard Work of Building Corporate Values. What We Stand For:
Statement of Corporate Values. Establishing Behavioral Boundaries.
Reporting Bad Behaviors. Rewarding the Good. Learning to Communicate
Openly. Chapter 10: Healthy Board Dynamics. Deciding Who We Are and How We
Will Operate. Coveted Culture. Wanting to Be Engaged. Informed and Proud of
It. In the Spirit of Independence. Talking Frankly: Executive Sessions.
Balance the Board. Insist on the Best and the Brightest. Final Decision.
PART IV: GOVERNANCE FACTOR IV. Let Them Know You Are Watching. Chapter 11:
Art of Oversight. Business Perspective: Monitoring Operations. Risk
Perspective: Monitoring Threats and Dangers. Compliance Perspective:
Monitoring Management. Chapter 12: Hostile Activities. Repelling Sharks.
Staggering Boards. Ingesting Poison Pills. Voting Confidentially.
Antishareholder Provisions. PART V: GOVERNANCE FACTOR V. Communicating
Clearly. Chapter 13: Speaking to the Crowd. Importance of Managing
Integrity. Disclosing Operating Weakness. Responding to Regulatory
Scrutiny. Shareholder Activists: The Emerging Marker. What Not to Do.
Damage Control. Chapter 14: Required Communications. Perfecting Event
Reporting. Other New Reporting Requirements. OTHER USEFUL ADVICE AND
CONCLUSIONS. Chapter 15: Big Money, Little Money, No Money. The
Moneymakers. Not-for-Profit Boards. Serving on Advisory Boards. A Word
about Small Public Companies. Chapter 16: A Call to Service. Appendix A:
GMI Corporate Governance Ratings. Appendix B: General Motors Corporation:
Audit Committee of the Board of Directors Charter. Appendix C: Board
Evaluation Tool: NACD Sample Board Self-Assessment Questionnaire. Appendix
D: Champion Enterprises, Inc. CEO Evaluation. Appendix E: Statement of
Values: Johnson & Johnson Credo. Appendix F: TIAA-CREF Principles for Fund
Governance and Practices. Index.