Corporate Director's Deskbook
Authors: David E. Hardesty and Paul Hilton
This text is available in print and online editions. For purchase information go to Thomson Reuters
Directors, corporate executives, auditors and lawyers face many challenges in the post-Sarbanes-Oxley world. Perhaps no challenge is greater than understanding the role that directors now play. Shareholders, judges, Congress, and the public have all made it clear that investor protection should be the order of the day; to further this goal, directors have been given a mandate to vigorously perform their oversight role.
Corporate Director's Deskbook offers complete coverage of:
- Sarbanes-Oxley Act sections, revised listing standards for the stock exchanges, and recent court actions that affect boards of directors;
- The role and operation of boards of directors;
- Director qualifications and independence;
- Internal control and disclosure control, including sample reports on internal control over financial reporting, questions for the board to pose when a material weakness is found, and discussion of initiatives underway to provide additional Section 404 guidance;
- The role and operation of audit committees, including excerpts from actual public company charters;
- The basic requirements of the audit committee whistleblower system;
The role and operation of compensation committees, including discussion of executive compensation rules and compliance issues relating to stock options backdating;
- The role and operation of nominating and corporate governance committees;
The role and operation of qualified legal compliance committees;
- Up-the-ladder reporting by attorneys, including discussion of actions against lawyers for failure to take appropriate action to comply with securities laws; and
- Board of director risk and liability.
Numerous checklists and sample forms are included throughout, and an Appendix provides a "Compendium of Board Documents" that will assist new and existing directors in performing their duties.