Corporate Governance Post Sarbanes-Oxley introduces a corporate governance structure consisting of seven interrelated mechanisms of oversight: managerial, compliance, audit, advisory, assurance, and monitoring. The book begins with a discussion of the new requirements for corporate governance and financial reporting brought about by Sarbanes-Oxley and then shows how a well-balanced functioning of the seven mechanisms produces a responsible corporate governance structure that ensures quality financial reporting and credible audit services. Each chapter includes checklists, real-world case studies, and best practice tips.

Whether you’re a CEO or a file clerk, it’s important to understand Sarbanes-Oxley, the post-Enron legislation aimed at keeping corporations honest and ethical. However, with over eighty pages of dense, wordy language in the statute and thousands of pages of related congressional hearings, getting a firm grip of SOX can fluster even the most well-informed businessperson. Sarbanes-Oxley For Dummies is the no-nonsense, plain-English guide to this new law that leads you through its rules and pronouncements, giving you a sense of how to anticipate future trends and traps in this area of the law. With this trusty book, you’ll get a handle on the important aspects of the legislation, how it affects you and your company, and how companies can comply more cost-effectively. It provides you with the knowledge to: Understand why SOX was created Determine what aspects of SOX apply to your company Develop meaningful standards for your company Institute cost-effective compliance with SOX Manage and streamline Section 404 compliance Find specific SEC laws and pronouncements Interpret media accounts, court cases, and economic projections Avoid lawsuits and regulatory actions Anticipate future SEC rules and PCAOB pronouncements This book also shows you how to build an effective audit committee and makes suggestions on sensible precautions that every manager should take in order to avoid legal troubles. Complete with the entire Sarbanes-Oxley act and sample documents, Sarbanes-Oxley For Dummies helps you discover how to follow the law and protect your business.

Corporate governance, a subject that a few decades ago escaped the attention of all but a handful of academics and shareholders, has gradually become a central concern worldwide. This book contributes to the existing literature on the structure and effectiveness of corporate boards. It comprises three topics that address distinct research questions on board structure, the deployment of board resources to monitoring and advisory duties, and the use of equity-based incentives in the compensation packages of directors. Firstly, the book provides strong new evidence on the importance of corporate board functions in value creation. Secondly, it provides some evidence of the potential conflict between the two primary functions of corporate boards. The results indicate that while the board’s advising quality weakens when the board is principally devoted to monitoring duties, the presence of advisory directors on the board does not have any impact on the effectiveness of board oversight, which offers a more complete view on the tradeoffs between the board’s two major functions. Finally, the results suggest that the closer directors' compensation is tied to the firm's stock, the more consistent corporate acquisition decisions are with shareholder interests.

As of the end of 2006, small businesses, which were once exempt, now have to comply with Sarbanes-Oxley (SOX). Under Sarbanes-Oxley, they will now be exposed to audits, reviews and will have to make their profits, losses, and compensation packages public. The Complete Guide to Sarbanes-Oxley will answer the following questions: How do companies comply with SOX? How does SOX effect relations within the firm? Should a public company go private to avoid SOX? The Complete Guide to Sarbanes-Oxley is a nontechnical, "plain English" guide for the managers and directors of the 13,000 publicly held corporations now subject to SOX. No business owner should be without it!

The demands for better corporate leadership and governance continue to receive greater attention in the media. Given the significant failures in the boardroom from companies such as Enron, Global Crossings, WorldCom, Digital Equipment Corporation, Bre X, Credit Suisse, First Boston, Credit Lyonnais, Adelphia, Paramalat and Tyco, the board of director position is a pivotal role. Navigating this potential minefield is difficult but not impossible. In Corporate Governance: A Board Directors Pocket Guide, authors Dr. Eric Yocam and Dr. Annie Choi present the corporate governance principles in a complete and accessible manner. This second edition not only provides access to vital information on corporate governance, but also offers a source of the best critical leadership practices for the director. Organized in a convenient and easy-to-use format, this guide discusses numerous corporate governance topics, including: Board characteristics Director effectiveness Director mentoring Compliance Risk management Capability maturity models Total Cost of Ownership (TCO) technique Emerging governance trends This pocket guide promotes corporate governance awareness to an audience beyond the active corporate director for profit and nonprofit companies. Investors, instructors, students, governance practitioners, lawyers, international readers, and anyone interested in corporate governance can achieve greater understanding of a topic essential to today's business success.

The Sarbanes-Oxley (SOX) bar has been raised-is your nonprofit board up to the task? Nonprofit boards are in a fishbowl of scrutiny much like their private sector counterparts. With recent media focus on investigations of false charities, and more disturbingly, of household-name nonprofits that have abused donor trust by misdirecting donations, the heat is on the nonprofit board to rehabilitate its organizational profile. Encouraging boards to reclaim their role as the ultimate authority within their nonprofit, nationally recognized nonprofit expert Dr. Peggy Jackson supplies tips for leveraging the power and value of SOX requirements within the nonprofit organization. Containing sample documents, forms, and checklists to introduce best practices into any nonprofit organization, this complete guide is a practical, hands-on tool for equipping your nonprofit's board toward a higher quality of control. Relevant for both the large and small nonprofit organization, this must-have book effectively brings pragmatic clarity to a complex topic, and explains how to blend Sarbanes-Oxley requirements into the nonprofit organization, with topics including: Common factors that contribute to nonprofit board dysfunction Moving nonprofit governance into the twenty-first century Intervention techniques for moving your board forward Establishing strategies for lasting change Creating a platinum standard for governance Helping your nonprofit board understand and implement SOX requirements, Sarbanes-Oxley for Nonprofit Boards will be indispensable as a guide and will reinforce your nonprofit's financial structure and reputation.

How to keep any nonprofit out of trouble, running smoothly, and accomplishing its mission "Jack Siegel--lawyer, accountant, management consultant, and computer whiz--takes the putative director or officer of a nonprofit organization on a useful and often entertaining voyage throughout the realm of the tax-exempt organizations universe, pointing out its quirks, foibles, and legal liabilities along the way. His handbook will make mandatory--and arresting--reading for those who are already serving as trustees, directors, officers, and key employees of exempt organizations, particularly charitable ones. Siegel's goal, in which he succeeds, is to help directors and officers of nonprofit organizations 'make better decisions.' The book is full of large policy analyses and paragraphs on the details, such as board size, board committees, board meeting formats, the contents of minutes, and the duties of officers. Salted with some excellent real-life examples, what also sets this book apart from most in its genre is the tone: the writing style, the brusqueness, the bluntness. He complains that too many directors 'check their good judgment at the boardroom door.' He advises individuals who 'desire agreement and demand adulation' to stay off boards; he insists on 'commitment' and 'institutional tension' with the executive director. He warns prospective directors that some organizations want, in addition to time and judgment, 'either your money or your ability to raise money.' To my delight, he extols the virtues of 'some level of expenditures' for qualified lawyers and accountants. Please join me in adding this most helpful handbook to your nonprofit library." --Bruce R. Hopkins, Attorney at Law, author of The Law of Tax-Exempt Organizations, Eighth Edition and Starting and Managing a Nonprofit Organization: A Legal Guide, Fourth Edition

. . . a thorough and insightful examination of women on corporate boards of directors. . . I recommend the book as a read for practitioners, scholars, educators and others having an interest in human resource management. . . With its wealth of information, Women on Corporate Boards of Directors is a good addition to the extant literature that should represent an affordable value for the buyer. Mark Mone, Personnel Review After the first two chapters I was so absorbed I was almost reluctant to go to coffee and, as other coffee addicts will know, it is a rare book, especially a rare academic book that can make one careless in observing the customary coffee break. . . I found that the way this book is written helped me to reflect on much of the gender research that I am involved in currently because the questions raised are so searching and far-reaching. Once again, the chapter authors combine brevity with thoroughness and depth in their examination of the themes, which made this a very rewarding book because it takes you so far in your thinking in just 240 pages. . . I feel energised by the debates that the book has opened up for me. I have done research in this particular area, but I now feel that I have explored different perspectives and new depths and I am grateful to the editors for that. Marianne Tremaine, Gender in Management: An International Journal This timely collection of case studies and research from top academics around the world, will be of tremendous value to all those engaged in bringing about greater gender diversity in corporate boardrooms. Jacey Graham, Brook Graham LLP This book provides an excellent overview of contemporary international research and practice relating to women on corporate boards of directors. An important lesson learnt from this book is: rather than having only one or two competent and committed women on the boards of directors, an ideal number of three is not only the right thing but also the bright thing to do. Why? Research has documented a strong positive correlation between the share of board seats held by women and financial performance. Martin Hilb, University of St. Gallen, Switzerland There are still common barriers that women face across many countries that keep their representation on boards of directors low and relatively unchanging. I commend this excellent, outstanding book to both academics and business management constituencies, as well as individuals interested in serving on corporate boards. The authors should be congratulated for this important contribution to the literature. Marilyn Davidson, The University of Manchester, UK This important new book addresses the growing international interest in women on corporate boards of directors. The contributors explore the position of women on corporate boards and future trends in different countries including Australia, Canada, France, Iceland, Jordan, New Zealand, Norway, Spain, Tunisia, the UK and the USA. They go on to report the latest research on the experiences and different contributions made by women directors on corporate boards. Issues discussed include: How women directors champion difficult issues and debates How women influence boardroom behaviour The contribution of women directors human and social capital Gendered experiences and the glass cliff The glass ceiling or a bottleneck? Networking to harness local power for national impact Women on board in best practice companies Whether critical mass makes a difference? Future directions for research. Women on Corporate Boards of Directors brings together the significant international research base with suggestions aimed at individuals aspiring to board membership, women and men currently serving on corporate boards, companies interested in attracting women to their boards, and government bodies wanting to identify the challenges and opportunities facing them as they consider various options for increasing women s representation on corporate

Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.