Corporate Governance for Public Company DirectorsCorporate 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. |
Contents
Introduction | 1 |
Federal Law Old and | 9 |
Meetings of Independent Directors | 20 |
Corporate Governance Committee | 27 |
Executive Compensation | 35 |
Corporate Code of Ethics | 45 |
Audit Committee Oversight of | 53 |
Audit Committee Compliance with Laws | 63 |
Boards of Subsidiaries and Affiliates | 92 |
Investigations | 94 |
Board Advisers | 98 |
Innovation | 102 |
Strategic Planning | 103 |
Director Education | 104 |
Real Time Trend Reporting | 106 |
The Balance Sheet and Corporate Commitments | 108 |
The Proxy Statement and Annual Questionnaire | 70 |
Stock Ownership and Trading | 76 |
Page | 79 |
Meeting Minutes | 82 |
Dividends and Stock Buybacks | 85 |
Acquisitions | 87 |
Insider Transactions | 88 |
Page | 90 |
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 U S | 117 |
Should I Become a Director? Should I Resign? | 118 |
Common terms and phrases
acquisitions adopt advisers affiliates agenda approval audit committee board meeting board members board of directors boardroom Business Judgment Rule CEO compensation CEOs and CFOs Chapter closed-end Closed-end fund committee’s company’s financial compensation committee complex compliance conduct conflict of interests consultants corporate governance committee corporation’s D&O insurance deal director education disclose disclosure discussion dividends and stock earnings releases employees Enron ethics evaluate executive compensation executive sessions financial statements foreign issuers fraud function goals impact important independent counsel independent directors independent public accountants insider transactions internal controls investigation investors issues laws and regulations leverage long-term management’s minutes mutual funds NASDAQ nominating committees NYSE requirements NYSE rules oversight performance proxy statement public companies relationships responsibilities risk management role senior significant solely of independent standards stock buybacks stock options stock price stockholders summary preparers watchdog Wolters Kluwer WorldCom