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

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.

“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