Sarbanes-Oxley and the Board of Directors : Techniques and Best Practices for Corporate Governance
Scott. Green
Bok Engelsk 2005 · Electronic books.
| Utgitt | New York : : Wiley, , 2005.
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| Omfang | 1 online resource (333 p.)
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| Opplysninger | Description based upon print version of record.. - Sarbanes-Oxley and the Board of Directors; Contents; Preface; Acknowledgments; Chapter 1: A Sturdy Framework; GOVERNANCE FACTOR I: BUILD A STRONG FOUNDATION; GOVERNANCE FACTOR II: ORGANIZE TO LEAD; GOVERNANCE FACTOR III: INSIST ON HIGH STANDARDS; GOVERNANCE FACTOR IV: LET THEM KNOW THAT YOU ARE WATCHING; GOVERNANCE FACTOR V: COMMUNICATE CLEARLY; ENDNOTE; KEY CONCEPTS; Chapter 2: Making of a Governance Revolution; REGULATORY DEVELOPMENT IN THE UNITED STATES; RELATIVE MATURITY OF WORLDWIDE GOVERNANCE3; KEY CONCEPTS; ENDNOTES; Chapter 3: Board Basics; INDEPENDENCE IS THE KEY; BOARD SIZE MATTERS. - COMMITTEES: SOURCE OF FUNCTIONAL SUPPORTTHE IMPERIAL CEO; DIRECTOR DEVELOPMENT; ENDNOTES; KEY CONCEPTS; Chapter 4: Dealing with Your Liability Up Front; BUSINESS JUDGMENT "BUNKER"; NEXT LINE OF DEFENSE: INDEMNITY AND INSURANCE; REPUTATION: A PRICELESS ASSET; KEY CONCEPTS; ENDNOTES; 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 REPORTING8; INTERNAL CONTROL: SIX SMART PRECERTIFICATION STEPS; KEY CONCEPTS; ENDNOTES. - Chapter 6: How Much Is Fair?: The Compensation CommitteeDESIGNING 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!; KEY CONCEPTS; ENDNOTES; 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?; KEY CONCEPTS; ENDNOTES. - Chapter 8: Other Committees to Have and to AvoidWHERE HAVE ALL OF THE EXECUTIVE COMMITTEES GONE?; REEMERGENCE OF FINANCE COMMITTEES; WHEN PUBLIC POLICY, SAFETY, AND RESEARCH ARE DRIVERS; ADDRESSING SPECIAL OCCASIONS; ENDNOTES; KEY CONCEPTS; 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; ENDNOTES; KEY CONCEPTS; Chapter 10: Healthy Board Dynamics; DECIDING WHO WE ARE AND HOW WE WILL OPERATE; COVETED CULTURE; WANTING TO BE ENGAGED. - IMPORTANCE OF MANAGING INTEGRITY. - INFORMED AND PROUD OF ITIN THE SPIRIT OF INDEPENDENCE; TALKING FRANKLY: EXECUTIVE SESSIONS; BALANCE THE BOARD; INSIST ON THE BEST AND THE BRIGHTEST; FINAL DECISION; KEY CONCEPTS; ENDNOTES; Chapter 11: Art of Oversight; BUSINESS PERSPECTIVE: MONITORING OPERATIONS; RISK PERSPECTIVE: MONITORING THREATS AND DANGERS; COMPLIANCE PERSPECTIVE: MONITORING MANAGEMENT; KEY CONCEPTS; ENDNOTES; Chapter 12: Hostile Activities; REPELLING SHARKS; STAGGERING BOARDS; INGESTING POISON PILLS; VOTING CONFIDENTIALLY; ANTISHAREHOLDER PROVISIONS; ENDNOTES; KEY CONCEPTS; Chapter 13: Speaking to the Crowd. - 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 membe
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| ISBN | 0471736082
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