Sarbanes-Oxley and the Board of Directors

By Scott Green, CPA

Cover for Sarbanes-Oxley and the Board of Directors
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 avoidEstablishing high standards and healthy board dynamicsSpecific 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

Label Value
ISBN 0-471-73608-2
Publisher John Wiley & Sons Publishing
Published Copyright 2005
Pages 307

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

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