Corporate Director's Guidebook

Front Cover
American Bar Association, 2004 - Business & Economics - 98 pages
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The primary purpose of the Guidebook is to provide concise guidance to corporate directors in meeting their responsibilities. The Guidebook focuses on the role of the individual director as well as the functions of the board of directors and its key committees. Although the Guidebook's organizing framework is based upon the law, an effort has been made to keep the prose free of legalisms because the target audience is primarily non-lawyers.
 

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Contents

Structure of the Guidebook
1
Duties Responsibilities and Rights of a Corporate Director
5
A Overall Responsibilities
6
1 Boardroom Responsibilities
7
2 Individual Responsibilities
8
3 Directors Prerogatives
9
B Legal Obligations
11
1 The Duty of Care
12
G Implementing New Duties
53
H Meetings and Compensation
54
The Compensation Committee
57
A Membership
58
B Principal Functions
59
C Disclosure of Compensation Decisions
62
E Other Responsibilities
63
The NominatingCorporate Governance Committee
65

c The Right to Rely on Others
13
d Inquiry
14
a Conflicts of Interest
15
c Fairness Documentation and Policies
16
ii Documentation of Conflicts
17
5 Confidentiality
18
6 Areas of Special Concern
19
c Approval of Commitments and Compliance with Contractual Obligations
21
e Identification of Business Risks and Protection of Assets
22
C ChangeofControl and Financial Distress Situations
23
Board Structure and Operations
25
B Board Leadership
28
D Meetings
29
E Directors Time Commitment
30
F Director Compensation
31
G Quality of Information
33
I Conduct and Function of a Director in Relation to Management and Other Directors
34
Deciding to Join a Board
37
Committees of the Board
41
The Audit Committee
45
B Principal Functions
46
C Independent Audit
49
D Internal Audit
51
F Meetings with Compliance Officers
52
B Criteria for Board Membership
66
C Nominating Directors
67
D Recommending Committee Members and Chairs
69
F Other Corporate Governance Functions
70
H Director Compensation
71
Other Oversight Activities
73
C Employee Safety Health and Environmental Protection and Product Safety
74
E Public Policy and Social Responsibility
75
G Crisis Management
76
Duties under the Federal Securities Laws
77
B Fair Disclosure
78
C Compliance Programs
79
E ShortSwing Profits
81
F Sales by Controlling Persons
83
H Proxy Statements
84
I Directors of Foreign Corporations with Securities Traded in the United States
85
Liabilities and Indemnification
87
B Federal Securities Law Liability
88
E Indemnification
89
F Advance for Expenses
90
G Insurance
91
Conclusion
93
Online Resources on Corporate Governance
95
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