Sarbanes-Oxley and the Board of Directors



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. 

"Sarbanes-Oxley and the Board of Directors" 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.

Product Details

Copyright 2005
ISBN 0-471-73608-2
Hardcover, 307 PAGES
John Wiley & Sons Publishing

Table of Contents:

  • Chapter 1: A Sturdy Framework
  • Chapter 2: Making of a Governance Revolution
  • Chapter 3: Board Basics
  • Chapter 4: Dealing with Your Liability Up Front
  • Chapter 5: Minding the Numbers: The Audit Committee
  • Chapter 6: How Much Is Fair?: The Compensation Committee
  • Chapter 7: Keeping It Clean: The Corporate Governance/Nominating Committee
  • Chapter 8: Other Committees to Have and to Avoid
  • Chapter 9: Hard Work of Building Corporate Values
  • Chapter 10: Healthy Board Dynamics
  • Chapter 11: Art of Oversight
  • Chapter 12: Hostile Activities
  • Chapter 13: Speaking to the Crowd
  • Chapter 14: Required Communications
  • Chapter 15: Big Money, Little Money, No Money
  • Chapter 16: A Call to Service