Aspen Publishers
Shopping Cart View Cart [2 items] / Checkout
Sign In
View other products in Corporate Governance|Print this page

Corporate Governance for Public Company Directors

Practical guidance on the duties of directors in light of the new rules and regulations.
Corporate Governance for Public Company Directors
List Price: $105.00  
Eligible for Free Standard Shipping on U.S. Prepaid Orders
Imprint: Aspen Publishers
ISBN: 9780735541030
Paperback: 136 pages
Automatic Supplementation Program Automatic Supplementation More Info.
Available: Item ships in 3-5 Business Days

Corporate Governance for Public Company Directors takes you step-by-step through the new regulatory requirements that now shape the role of the corporate director. You'll find all of the information you need, including complete coverage of:
  • Sarbanes-Oxley Act
  • NYSE Rules
  • NASDAQ Rules
In this essential new work, the author:
  • explains the roles boards play in giving strategic direction to the company, in reviewing proposed acquisitions and declaring dividends, as well as the difficulties they face in change of control situations.
  • guides directors in the practicalities of how to establish agendas and review minutes.
  • provides tips on how to establish a productive and manageable flow of information.
  • evaluates the use of independent legal counsel and other advisers, and investigations, as well as the roles directors should play in communications with shareowners and other constituencies through proxy statements, SEC filings and on-line conference calls.
  • devotes several chapters to the more limited impact of the new rules on boards of mutual funds and non-U.S. issuers.

    Finally, and of great value, the author tells directors how to work together cohesively, what "red flags" to look for that signal trouble on the horizon and what factors to consider in deciding whether to accept a directorship ... or resign from one! Many of the book's best chapters are short and pithy. A few chapters, such as those on the specialized roles of the compensation and audit committees under the new standards, require (but reward) patience with the detail. These have become complex technical subjects that are almost meaningless without the details. The number of practical suggestions in this little book is amazing, and although not every corporate governance expert will agree with every suggestion, taken as a whole, the compendium is uniquely useful. Having himself been a senior corporate officer and director, and a partner in two national law firms, as well as independent counsel to mutual fund and other boards, the author knows, as much as anyone today, whereof he writes. Turn to Corporate Governance for Public Company Directors for quick, expert advice on what directors need to know about the new rules, and how to be a hero in today's corporate climate.

    1. Traditional Roles of Directors under State Law
    2. Federal Law, Old and New
    3. Independence
    4. Meetings of Independent Directors
    5. The Nominating Function
    6. Corporate Governance Committee
    7. Executive Compensation
    8. Corporate Code of Ethics
    9. Audit Committee: Overview
    10. Audit Committee: Oversight of the Integrity of Financial Statements and Selecting Independent Public Accountants
    11. Audit Committee: Internal Controls
    12. Audit Committee: Compliance with Laws and Regulations, Ethics and Risk Management
    13. Quarterly and Annual Reports, Earnings Releases and Discussions with Analysts
    14. The Proxy Statement and Annual Questionnaire
    15. Director Compensation
    16. Indemnification and Insurance
    17. Confidential Information
    18. Stock Ownership and Trading
    19. The Board's Agenda
    20. The Board Book
    21. Meeting Minutes
    22. Dividends and Stock Buybacks
    23. Acquisitions
    24. Insider Transactions
    25. Changes in Control
    26. Boards of Subsidiaries and Affiliates
    27. Investigations
    28. Board Advisers
    29. Innovation
    30. Strategic Planning
    31. Director Education
    32. Real Time Trend Reporting
    33. :The Balance Sheet and Corporate Commitments
    34. A Collection of Red Flags
    35. Cohesive Boards after Sarbanes
    36. Impact on Boards of Open-End Mutual Funds
    37. Impact on Boards Closed-End Mutual Fund
    38. Impact on Foreign Issuers Listed in the U.S.
    39. Should I Become a Director? Should I Resign?