Corporate Governance for Public Company Directors

Front Cover
Aspen Publishers Online, 2003 - Law - 120 pages
0 Reviews
Corporate Governance for Public Company Directors takes readers step-by-step through the new regulatory requirements that now shape the role of the corporate director. Readers will find all of the information they need, including complete coverage of Sarbanes-Oxley Act, NYSE rules, and NASDAQ rules.
 

What people are saying - Write a review

We haven't found any reviews in the usual places.

Selected pages

Contents

Traditional Roles of Directors under State Laws
3
Federal Law Old and New
9
Independence
14
Meetings of Independent Directors
20
The Nominating Function
25
Corporate Governance Committee
27
Executive Compensation
35
Corporate Code of Ethics
45
Meeting Minutes
82
Dividends and Stock Buybacks
85
Acquisitions
87
Insider Transactions
88
Changes in Control
90
Boards of Subsidiaries and Affiliates
92
Investigations
94
Board Advisers
98

Audit Committee Overview
49
Audit Committee Oversight of the Integrity of Financial Statements and Selecting Independent Public Accountants
53
Audit Committee Internal Controls
57
Audit Committee Compliance with Laws and Regulations Ethics and Risk Management
63
Quarterly and Annual Reports Earnings Releases and Discussions with Analysts
68
The Proxy Statement and Annual Questionnaire
70
Director Compensation
71
Indemnification and Insurance
73
Confidential Information
75
Stock Ownership and Trading
76
The Boards Agenda
78
The Board Book
79
Innovation
102
Strategic Planning
103
Director Education
104
Real Time Trend Reporting
106
The Balance Sheet and Corporate Commitments
108
A Collection of Red Flags
111
Cohesive Boards after Sarbanes
112
Impact on Boards of OpenEnd Mutual Funds
113
Impact on Boards of ClosedEnd Mutual Funds
115
Impact on Foreign Issuers Listed in the US
117
Should I Become a Director? Should I Resign?
118
Copyright

Common terms and phrases

About the author (2003)

MARTIN LOWY is a banker and lawyer with 25 years of experience in thrift institution law, management, and regulation. As a lawyer he has represented thrift institutions, bank trade associations, and accounting firms, as well as the New York State Superintendent of Banks and the Federal Deposit Insurance Corporation in failing bank situations. He served as Vice Chairman of Dollar Dry Dock Bank from 1986 to 1989, and currently is Counsel to the New York law firm of Rosenman & Colin.

Bibliographic information