Corporate Governance For Public Company Directors

Overview

Corporate Governance for Public Company Directors takes you step-by-step through the new regulatory requirements that now shape the role of the corporate director. You'll find all of the information you need, including complete coverage of:

• Sarbanes-Oxley Act
• NYSE Rules
• NASDAQ Rules In this essential...

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Overview

Corporate Governance for Public Company Directors takes you step-by-step through the new regulatory requirements that now shape the role of the corporate director. You'll find all of the information you need, including complete coverage of:

• Sarbanes-Oxley Act
• NYSE Rules
• NASDAQ Rules In this essential new work, the author:
• explains the roles boards play in giving strategic direction to the company, in reviewing proposed acquisitions and declaring dividends, as well as the difficulties they face in change of control situations.
• guides directors in the practicalities of how to establish agendas and review minutes.
• provides tips on how to establish a productive and manageable flow of information.
• evaluates the use of independent legal counsel and other advisers, and investigations, as well as the roles directors should play in communications with shareowners and other constituencies through proxy statements, SEC filings and on-line conference calls.
• devotes several chapters to the more limited impact of the new rules on boards of mutual funds and non-U.S. issuers.

Finally, and of great value, the author tells directors how to work together cohesively, what 'red flags' to look for that signal trouble on the horizon and what factors to consider in deciding whether to accept a directorship ... or resign from one! Many of the book's best chapters are short and pithy. A few chapters, such as those on the specialized roles of the compensation and audit committees under the new standards, require (but reward) patience with the detail. These have become complex technicalsubjects that are almost meaningless without the details. The number of practical suggestions in this little book is amazing, and although not every corporate governance expert will agree with every suggestion, taken as a whole, the compendium is uniquely useful. Having himself been a senior corporate officer and director, and a partner in two national law firms, as well as independent counsel to mutual fund and other boards, the author knows, as much as anyone today, whereof he writes. Turn to Corporate Governance for Public Company Directors for quick, expert advice on what directors need to know about the new rules, and how to be a hero in today's corporate climate.

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Product Details

  • ISBN-13: 9780735541030
  • Publisher: Wolters Kluwer Law & Business
  • Publication date: 1/24/2003
  • Pages: 138
  • Product dimensions: 10.00 (w) x 7.00 (h) x 0.30 (d)

Table of Contents

Acknowledgements
Preface
Foreword
Introduction 1
Ch. 1 Traditional Roles of Directors under State Laws 3
Ch. 2 Federal Law, Old and New 9
Ch. 3 Independence 14
Ch. 4 Meetings of Independent Directors 20
Ch. 5 The Nominating Function 25
Ch. 6 Corporate Governance Committee 27
Ch. 7 Executive Compensation 35
Ch. 8 Corporate Code of Ethics 45
Ch. 9 Audit Committee: Overview 49
Ch. 10 Audit Committee: Oversight of the Integrity of Financial Statements and Selecting Independent Public Accountants 53
Ch. 11 Audit Committee: Internal Controls 57
Ch. 12 Audit Committee: Compliance with Laws and Regulations, Ethics and Risk Management 63
Ch. 13 Quarterly and Annual Reports, Earnings Releases and Discussions with Analysts 68
Ch. 14 The Proxy Statement and Annual Questionnaire 70
Ch. 15 Director Compensation 71
Ch. 16 Indemnification and Insurance 73
Ch. 17 Confidential Information 75
Ch. 18 Stock Ownership and Trading 76
Ch. 19 The Board's Agenda 78
Ch. 20 The Board Book 79
Ch. 21 Meeting Minutes 82
Ch. 22 Dividends and Stock Buybacks 85
Ch. 23 Acquisitions 87
Ch. 24 Insider Transactions 88
Ch. 25 Changes in Control 90
Ch. 26 Boards of Subsidiaries and Affiliates 92
Ch. 27 Investigations 94
Ch. 28 Board Advisers 98
Ch. 29 Innovation 102
Ch. 30 Strategic Planning 103
Ch. 31 Director Education 104
Ch. 32 Real Time Trend Reporting 106
Ch. 33 The Balance Sheet and Corporate Commitments 108
Ch. 34 A Collection of Red Flags 111
Ch. 35 Cohesive Boards after Sarbanes 112
Ch. 36 Impact on Boards of Open-End Mutual Funds 113
Ch. 37 Impact on Boards of Closed-End Mutual Funds 115
Ch. 38 Impact on Foreign Issuers Listed in the U.S. 117
Ch. 39 Should I Become a Director? Should I Resign? 118
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