Download or read book The Role of Independent Directors After Sarbanes Oxley written by Bruce F. Dravis and published by American Bar Association. This book was released on 2007 with total page 206 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is intended to provide independent directors and their advisors with an understanding of the primary legal and governance issues that have evolved in the corporate governance environment since the passage of the Sarbanes-Oxley Act in 2002. The text on the accompanying CD-ROM sourcebook offers hypertext linked footnotes to direct lawyers (or interested non-lawyers) to legal source material.

Download or read book The Role of Independent Directors in Corporate Governance written by Bruce F. Dravis and published by . This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Updated and expanded, The Role of Independent Directors provides a concise plain English overview for corporate directors of their duties and their place in the corporate governance process.

Download or read book Corporate Governance and Directors Independence written by Yuan Zhao and published by Kluwer Law International B.V.. This book was released on 2011-01-01 with total page 242 pages. Available in PDF, EPUB and Kindle. Book excerpt: More and more, the agenda of corporate governance reform has been calling for a dramatic change in the composition and structure of boards of publicly traded companies, with particular criticism reserved for the role of independent directors. This timely, ground-breaking book takes a new and rigorous approach to this important issue. Investigating board independence from a distinctly original perspective, the author's systematic analysis explores the effective interaction of such aspects as the following: What specific functions are expected of independent directors? How these functions fit with the unitary board structure? Why independent directors are seen as inherently necessary for corporate governance? Whether board independence can be compatible with other governance mechanisms? How mainstream company law is applied to independent directors. The analysis leads to a series of solutions designed to eliminate the real and perceived obstacles to the proper functioning of independent directors. In the process, the author discusses such critical 'moments' in corporate governance as monitoring, public relations, social responsibility, shareholder activism, the danger of 'groupthink', remuneration, collective liability, and codes of conduct. The discussion and analysis chart a course through which independent directors can better serve the goal of improving the system of corporate governance. As such, it will be greatly appreciated by investors, corporate counsel for institutional investors, and policymakers and academics in relevant areas of both business and law.

Download or read book Sarbanes Oxley and the Board of Directors written by Scott Green and published by John Wiley & Sons. This book was released on 2005-08-19 with total page 333 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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, 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, specific guidance for effective corporate oversight and communications, and more. Sarbanes-Oxley and the Board of Directors gives directors the knowledge, techniques, and tools to serve the company and its stockholders well.

Download or read book Independent Directors written by Jean W. Rosenthal and published by . This book was released on 2016 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: A series of corporate scandals in 2001 and 2002 led to the collapse of some of the largest U.S. corporations, most spectacularly Enron, Tyco, Global Crossing, and WorldCom, and one 'Big Five' accounting firm, Arthur Andersen. The legislative and regulatory response to these scandals was wide ranging. After hearings and debate, the Congress passed the Sarbanes-Oxley Act of 2002 (abbreviated here as SOX), the Securities and Exchange Commission (SEC) implemented new rules, and U.S. stock exchanges revised their requirements for listing corporations. Designed primarily to stem abuses in financial reporting, these reforms attempted to codify corporate governance rules to protect the interests of investors and make spectacular failures less likely. This case study examines this topic.

Download or read book International Corporate Governance After Sarbanes Oxley written by Paul Ali and published by John Wiley & Sons. This book was released on 2011-07-28 with total page 405 pages. Available in PDF, EPUB and Kindle. Book excerpt: "The Sabanes-Oxley Act has been one of the most significant developments in corporate and securities regulation since the New Deal. This collection of important articles would be a valuable resource for anyone seeking to understand Sabanes-Oxley's far-reaching effects on corporate governance in the United States and elsewhere." —Jesse Fried, coauthor of Pay Without Performance: The Unfulfilled Promise of Executive Compensation and Professor of Law at the University of California, Berkeley "The editors have assembled the latest cutting-edge research on international corporate governance by respected academics in this field. In this handbook, the editors deal with all aspects of the significant legislative changes to corporate governance regulation. It introduces the reader to the new rules that will certainly improve the reliability and the accuracy of disclosures made by corporations. The book comes at the right moment with the recent scandals such as Enron, which will educate all readers especially shareholders of corporate stock." —Komlan Sedzro, Professor of Finance, University of Quebec at Montreal "Today, corporate governance is a topic at the center of public policy debate in most industrialized countries. The range of concerns; the variety of approaches; and their tendency to converge in some areas or diverge in others (not always in the right directions) are emphatically demonstrated by these essays. There is material here of enormous interest for scholars of comparative law and economic regulation. And significantly, the presentation of essays from legal, financial, and regulatory viewpoints demonstrates the growing practical as well as theoretical utility of interdisciplinary work in this area. Professors Ali and Gregoriou are to be warmly congratulated for their skill and initiative in assembling an important publication, as well as for their own contributions to interdisciplinary scholarship." —R. P. Austin, BA, LLM (Sydney), DPhil (Oxon), Supreme Court of New South Wales "This very international collection emphasizes the economic line of descent, while including legal and socio-legal contributions. It fills a very important gap in our empirical knowledge of corporate governance. It is accessible and comprehensive and will greatly assist readers from all relevant disciplines, who are trying to discern the shape of corporate governance as a mature field." —Dimity Kingsford Smith, Professor of Law, University of New South Wales

Download or read book The Board of Directors written by Ettore Croci and published by Springer. This book was released on 2018-12-04 with total page 158 pages. Available in PDF, EPUB and Kindle. Book excerpt: Boards of directors are a central feature of any corporate governance regime. The role of directors and how they affect firm value and policies is examined in depth in academic literature. However, it is easy to get both lost and overwhelmed when searching through the literature review that investigates several characteristics, often one at the time. This book provides a careful and concise look at corporate finance literature, specifically with regard to the board of directors, summarizing the main findings and reconciling them. This book documents the pros and cons associated with the various attributes of the board and the directors as found in the current literature and provides sections geared specifically to practitioners in this space, as well, allowing for a better and more comprehensive description of this important corporate governance mechanism. The resulting book aims to facilitate the interpretation of changes in corporate governance through the lens of the recent academic literature.

Download or read book The Director s Manual written by Peter C. Browning and published by John Wiley & Sons. This book was released on 2016-02-01 with total page 213 pages. Available in PDF, EPUB and Kindle. Book excerpt: Directors: Improve Board Performance The Director's Manual: A Framework for Board Governance offers current and aspiring board members essential up-to-date governance guidance that blends rigorous research-based information with the wisdom found only through practical, direct experience. The book's flexible approach to solving governance issues reflects the authors' belief that no two boards and the cultural dynamics that drive them are the same. As such, the advice offered reflects recognizable leadership dynamics and real world, relevant organizational situations. The book's two authors, Peter C. Browning, an experienced CEO and member of numerous boards and William L. Sparks, a respected organizational researcher, combine their individual experiences and talents to create a book that is both innovative and applicable to directors in any industry sector. Specific best practice guidance is designed to help board members and their directors understand the unique strengths and challenges of their own board while at the same time provide targeted information that drives needed improvements in board performance and efficiency. Specifically, this book will help board members: Explore practical advice on key issues, including selection, meeting schedules, and director succession Consider board performance from multiple perspectives, including cultural and group dynamics Discover how to effectively manage classic problems that arise when making decisions as a group Access a comprehensive set of assessment questions to test and reinforce your knowledge The Director's Manual: A Framework for Board Governance offers practical advice to guide you as you lead your organization's board.

Download or read book A critical discussion of the effectiveness of independent directors in monitoring and disciplining the senior executives in the UK and the US written by Thomas Böhm and published by GRIN Verlag. This book was released on 2019-06-24 with total page 32 pages. Available in PDF, EPUB and Kindle. Book excerpt: Essay from the year 2019 in the subject Law - Civil / Private, Trade, Anti Trust Law, Business Law, grade: A, University of Edinburgh (Edinburgh Law School), course: Comparative Corporate Governance, language: English, abstract: Independent (non-executive) directors have long been regarded as an essential corporate governance instrument in monitoring and disciplining the senior executives of listed companies, both in the UK and the US. However, large corporate scandals and the global financial crisis at the beginning of the 21st century have shown that independent directors have not entirely met the high expectations placed on them. Doubts about their effectiveness in holding the management to account have arisen. On this occasion, this essay critically discusses the effectiveness of independent directors in monitoring and disciplining the senior executives in the UK and the US. By exploring the role of independent directors, particular attention is paid to the limitations of the current governance systems from a legal and practical point of view. It becomes clear that many of the shortcomings attributed to the concept of director independence have arisen precisely from the requirement to have a majority of independent directors on the board. The essay also presents proposals to improve the effectiveness of independent directors. The essay is structured as follows. Section 2 explores the origins of independent directors in the UK and the US and answers the question why managers need to be monitored by (independent) directors. Section 3 then outlines the different standards and definitions of independence in the UK and US corporate governance systems. Subsequently, section 4 goes into more detail on the monitoring role of independent directors while stating the key components for effectiveness. Section 5 critically discusses the main limitations of independent directors in monitoring and disciplining the senior executives, followed by a series of proposals to improve their effectiveness. Section 6 concludes.

Download or read book Corporate Governance Post Sarbanes Oxley written by Zabihollah Rezaee and published by John Wiley & Sons. This book was released on 2007-10-05 with total page 562 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate Governance Post Sarbanes-Oxley introduces a corporate governance structure consisting of seven interrelated mechanisms of oversight: managerial, compliance, audit, advisory, assurance, and monitoring. The book begins with a discussion of the new requirements for corporate governance and financial reporting brought about by Sarbanes-Oxley and then shows how a well-balanced functioning of the seven mechanisms produces a responsible corporate governance structure that ensures quality financial reporting and credible audit services. Each chapter includes checklists, real-world case studies, and best practice tips.

Download or read book The Complete Guide To Sarbanes Oxley written by Stephen M Bainbridge and published by Simon and Schuster. This book was released on 2007-04-30 with total page 272 pages. Available in PDF, EPUB and Kindle. Book excerpt: As of the end of 2006, small businesses, which were once exempt, now have to comply with Sarbanes-Oxley (SOX). Under Sarbanes-Oxley, they will now be exposed to audits, reviews and will have to make their profits, losses, and compensation packages public. The Complete Guide to Sarbanes-Oxley will answer the following questions: How do companies comply with SOX? How does SOX effect relations within the firm? Should a public company go private to avoid SOX? The Complete Guide to Sarbanes-Oxley is a nontechnical, "plain English" guide for the managers and directors of the 13,000 publicly held corporations now subject to SOX. No business owner should be without it!

Download or read book Corporate Governance Organization Life Cycle written by and published by Cambria Press. This book was released on with total page 358 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book The Effectiveness of Boards of Directors of State Owned Enterprises in Developing Countries written by Maria Vagliasindi and published by World Bank Publications. This book was released on 2008 with total page 32 pages. Available in PDF, EPUB and Kindle. Book excerpt: Abstract: This paper aims to shed some new light on the conditions needed to ensure the effectiveness of Boards of Directors of state owned enterprises with a focus on infrastructure sectors. In the case of developing countries, empirical studies have found evidence of positive links between the composition of the Board of Directors and financial performance. Yet the lack of solid theoretical foundations, and in some cases poor data availability, makes the conclusions of most studies weak. Several policy recommendations emerge from the review of the economic literature and evidence from case studies. First, the introduction of a sufficient number of independent directors emerges as an important corporate governance milestone. Empowering them to exercise effective monitoring of management, however, may prove to be a formidable challenge for of state owned enterprises. More attention to board procedures, particularly related to the Board selection and evaluation process, is essential, to produce the necessary insulation of Boards from government interference. Ensuring sufficient continuity of services to directors is particularly crucial to improve corporate governance. In addition, other factors that may reduce directors' ability to monitor corporate activities, such as the age profile and the number of Boards on which they sit, need to be handled more carefully.

Download or read book Board Members and Management Consultants written by Pierre-Yves Gomez and published by IAP. This book was released on 2009-03-01 with total page 245 pages. Available in PDF, EPUB and Kindle. Book excerpt: Boards and Management Consultants, the eighth volume in the Research in Management Consulting series, explores the growing complexity associated with the growing demands on boards of directors and the challenges raised by evolving expectations of what constitutes "good" governance. As a way of better understanding the ramifications for management consulting, particular—and timely—emphasis is placed on the evolution of expectations and needs in relation to boards and their operation. The chapter authors, as noted above a truly international group of experts, more than succeed in raising the reader’s awareness of the consequences that the evolving nature of corporate boards are having on the function of directors, how this function is being redefined by the players themselves—and what all of this change means for consultants and the realm of management consulting. Significant questions are raised and explored throughout the volume, from the extent to which these changes will lead to new social, moral, ethical, and professional challenges and opportunities, to how the relationships between consultants and their traditional clients—managers, administrators and employees—might evolve. As management consultants become more actively involved in governance issues, their role will clearly change, but will such changes enhance or constrain the role they have traditionally played in organizations?

Download or read book Guide to the Sarbanes Oxley Act written by Robert A. Prentice and published by South-Western College. This book was released on 2004-12 with total page 68 pages. Available in PDF, EPUB and Kindle. Book excerpt: This brief guide explains the ins-and-outs of the Sarbanes-Oxley Act, helping you understand how this major legislative change affects CEOs, CFOs, and other financially responsible officers -- and ultimately you in your own business life.

Download or read book Back to the Drawing Board written by Colin B. Carter and published by Harvard Business Press. This book was released on 2004 with total page 258 pages. Available in PDF, EPUB and Kindle. Book excerpt: Business scandals from Enron to WorldCom have escalated concerns about corporate governance into a full-blown crisis. Institutional investors and legislators have dominated the debate and enacted important changes in corporate accounting and other areas. But Colin B. Carter and Jay W. Lorsch say that we must now focus on the performance of corporate boards. This timely book argues that boards are being pressed to perform unrealistic duties given their traditional structure, processes, and membership. Carter and Lorsch propose a strategic redesign of boards--making them better attuned to their oversight, decision-making, and advisory roles--to enable directors to meet 21st century challenges successfully. Based on the authors' deep expertise and longtime experience working with boards around the world, and on a probing survey of CEOs, Carter and Lorsch help boards to develop a realistic value proposition customized to the company they serve. The authors explore the core dilemmas and responsibilities boards face and outline a framework for designing the most effective structure, makeup, size, and culture. This book provides a candid account of the current state of boards and points the way in a time of crisis and change.

Download or read book Public Company Deskbook written by John T. Bostelman and published by . This book was released on 1979 with total page 990 pages. Available in PDF, EPUB and Kindle. Book excerpt: