Sarbanes-Oxley and the Board of Directors (PDF)

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.

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.

Dieses eBook können Sie uneingeschränkt auf allen Geräten der tolino Familie lesen. Zum Lesen auf sonstigen eReadern und am PC benötigen Sie eine Adobe ID.