Sarbanes-Oxley：公司主管遵守指南（SARBANES-OXLEY AND THE BOARD OF DIRECTORS） 115盘 下载 pdf txt 电子版 mobi snb docx

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

Serving on the board of directors of a company is a tremendous honor, but now it's also a tremendous responsibility. Due to legislation and regulations stemming from corporate fraud at Enron, WorldCom, and other companies, board members are now under scrutiny—particularly their role in the oversight of financial reporting and corporate governance practices. Board members must be informed and engaged. Directors are charged to represent the interest of the company's shareholders. Failure can result in damage to a person's reputation and personal liability. The risks are not limited to directors of large public companies. Recent legislation applies to publicly held companies, but not-for-profit entities and other companies are increasingly held to similar standards.

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 . . . from 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 (including an analysis of the strengths and weaknesses of indemnity and insurance protections)

Board committees—ones to have and ones to avoid

Establishing high standards and healthy board dynamics

Specific guidance for effective corporate oversight and communications

Red flags that signal the need for prompt investigation and action

Specific issues faced by not-for-profit boards, advisory boards, and boards of small public companies

Sarbanes-Oxley and the Board of Directors also includes proven best practices from preeminent companies that can serve as benchmarks and models for evaluating and strengthening corporate governance. It gives directors the knowledge, techniques, and tools to serve the company and its stockholders well.

作者简介：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.

PREFACE

ACKNOWLEDGMENTS

CHAPTER 1 A Sturdy Framework

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 withYour Liability Up Front

Business Judgment "Bunker"

Next Line of Defense: Indemnity and Insurance

Reputation: A Priceless Asset

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

GOVERNANCE FACTOR III Insist on High Standards

GOVERNANCE FACTOR IV Let Them Know You Are Watching

GOVERNANCE FACTOR V Communicating Clearly

OTHER USEFUL ADVICE AND CONCLUSIONS

APPENDIX

INDEX

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书籍介绍

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.