Sarbanes-Oxley and the Board of Directors : Techniques and Best Practices for Corporate Governance [Hardcover]

Scott Green (Author)

Book Description

ISBN-10: 0471736082 | ISBN-13: 978-0471736080 | Publication Date: July 29, 2005 | Edition: 1

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.

Editorial Reviews

From the Inside Flap

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.

From the Back Cover

Praise for Sarbanes-Oxley and the Board of Directors

"Scott Green provides a comprehensive approach to board oversight that is on point, tackles the most controversial board issues of our day, and provides sound advice. Wise directors will read this book."
—Jim Balsillie, Chairman, Research In Motion

"Scott helped our board to develop clarity of purpose, redefine its goals, and implement a structure that supports our objectives. The transformation resulted in a dynamic, productive, and engaged board. While relevant to public boards, I highly recommend this book for directors serving not-for-profit organizations as well."
—Harold C. Gibson, Jr., Executive Director University of Idaho Alumni Association

"To be effective, boards of directors need timely, accurate, and relevant information derived from reliable processes. Scott's focus on process has helped us deliver information to our board in a more efficient manner."
—Aimee Boden, Executive Director Randall's Island Sports Foundation, New York, New York

"Scott Green has enlightened all of us who serve or would like to serve on a board of directors. The prestige of serving on a board is clearly apparent, while the risks are often downplayed and rarely visible. He has succeeded in providing much-needed illumination in a very hands-on document that we will all benefit from reading."
—Herman A. Berliner, PhD, Provost and Senior Vice President for Academic Affairs, Hofstra University

"A more thoughtful search process, such as the methodology recommended in Scott's book, will result in a more cohesive and effective board that truly is a competitive asset for the company."
—Julie Hembrock Daum, Practice Leader North American Board Services, Spencer Stuart

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Product Details

• Hardcover: 313 pages
• Publisher: Wiley; 1 edition (July 29, 2005)
• Language: English
• ISBN-10: 0471736082
• ISBN-13: 978-0471736080
• Product Dimensions: 6.3 x 1.1 x 9.5 inches
• Shipping Weight: 1.4 pounds (View shipping rates and policies)
• Average Customer Review: 5.0 out of 5 stars  See all reviews (1 customer review)
• Amazon Best Sellers Rank: #1,898,566 in Books (See Top 100 in Books)

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Customer Reviews

Most Helpful Customer Reviews

1 of 1 people found the following review helpful:

5.0 out of 5 stars Wakeup call for Board members, August 14, 2005

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New Yorker - See all my reviews

This review is from: Sarbanes-Oxley and the Board of Directors : Techniques and Best Practices for Corporate Governance (Hardcover)

Especially in the post Enron/WorldCom business world, serving on the board of a corporation is serious business. Mr. Green's book serves as a practical, down to earth guide to understanding all that is involved in such a tremendous responsibility. Just like his first book, Manager's Guide to the Sarbanes-Oxley Act, this one includes many real-world examples, case studies, and entertaining vignettes to illustrate his points. A must have for sitting or prospective board members.