Sarbanes-Oxley and the Board of Directors: Techniques and Best Practices for Corporate Governance / Edition 1

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If you're a sitting or prospective board member of a corporation,how can you ensure that you and other directors are in compliancewith Sarbanes-Oxley and other regulatory requirements? How can youmaximize your contribution to the board and the company, andminimize your risk as a board member?

Serving on the board of directors of a company is a tremendoushonor, but now it's also a tremendous responsibility. Due tolegislation and regulations stemming from corporate fraud at Enron,WorldCom, and other companies, board members are now underscrutiny—particularly their role in the oversight of financialreporting and corporate governance practices. Board members must beinformed and engaged. Directors are charged to represent theinterest of the company's shareholders. Failure can result indamage to a person's reputation and personal liability. The risksare not limited to directors of large public companies. Recentlegislation applies to publicly held companies, but not-for-profitentities and other companies are increasingly held to similarstandards.

Sarbanes-Oxley and the Board of Directors is a practical,down-to-earth guide for board members. It covers everything fromboard basics to compliance with regulations . . . from corporateculture and values to assessing and reacting to hostile shareholderactivities.

Complete with real-world examples, vignettes, case studies, andother information, this guide helps board members, CEOs, CFOs, andothers understand their responsibilities and potential liabilitiesand implement effective corporate governance. It covers:

  • Building a strong framework for effective governance
  • Ways to protect board members (including an analysis of thestrengths and weaknesses of indemnity and insuranceprotections)
  • Board committees—ones to have and ones to avoid
  • Establishing high standards and healthy board dynamics
  • Specific guidance for effective corporate oversight andcommunications
  • Red flags that signal the need for prompt investigation andaction
  • Specific issues faced by not-for-profit boards, advisoryboards, and boards of small public companies

Sarbanes-Oxley and the Board of Directors also includes provenbest practices from preeminent companies that can serve asbenchmarks and models for evaluating and strengthening corporategovernance. It gives directors the knowledge, techniques, and toolsto serve the company and its stockholders well.

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Product Details

  • ISBN-13: 9780471736080
  • Publisher: Wiley
  • Publication date: 7/29/2005
  • Series: Wiley CIA Exam Review Ser.
  • Edition number: 1
  • Pages: 313
  • Product dimensions: 0.75 (w) x 9.21 (h) x 6.14 (d)

Meet the Author

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.

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Table of Contents



Chapter 1: A Sturdy Framework.


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.


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 CompensationCommittee.

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 CorporateGovernance/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.


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 Prouvéd of It.

In the Spirit of Independence.

Talking Frankly: Executive Sessions.

Balance the Board.

Insist on the Best and the Brightest.

Final Decision.


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.


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.


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 ofthe Board of Directors Charter.

Appendix  C: Board Evaluation Tool: NACD Sample BoardSelf-Assessment Questionnaire.

Appendix  D: Champion Enterprises, Inc. CEOEvaluation.

Appendix  E: Statement of Values: Johnson &Johnson Credo.

Appendix F: TIAA-CREF Principles for Fund Governance andPractices.


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  • Anonymous

    Posted August 14, 2005

    Wakeup call for board members

    Especially in the post Enron/WorldCom business world, serving on the board of a corporation is serious business. Mr. Green's book serves as a practical, down to earth guide to understanding all that is involved in such a tremendous responsibility. Just like his first book, Manager's Guide to the Sarbanes-Oxley Act, this one includes many real-world examples, case studies, and entertaining vignettes to illustrate his points. A must have for sitting or prospective board members.

    Was this review helpful? Yes  No   Report this review
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