Sarbanes-Oxley：公司主管遵守指南（SARBANES-OXLEY AND THE BOARD OF DIRECTORS）
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作者： Scott Green著
出 版 社： 吉林长白山
出版时间： 2005-12-1字数：版次： 1页数： 313印刷时间： 2005/12/01开本：印次：纸张： 胶版纸I S B N ： 9780471736080包装： 精装内容简介
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.
目录
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
