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Book Categories |
Acknowledgements | ||
Preface | ||
Foreword | ||
Introduction | 1 | |
Ch. 1 | Traditional Roles of Directors under State Laws | 3 |
Ch. 2 | Federal Law, Old and New | 9 |
Ch. 3 | Independence | 14 |
Ch. 4 | Meetings of Independent Directors | 20 |
Ch. 5 | The Nominating Function | 25 |
Ch. 6 | Corporate Governance Committee | 27 |
Ch. 7 | Executive Compensation | 35 |
Ch. 8 | Corporate Code of Ethics | 45 |
Ch. 9 | Audit Committee: Overview | 49 |
Ch. 10 | Audit Committee: Oversight of the Integrity of Financial Statements and Selecting Independent Public Accountants | 53 |
Ch. 11 | Audit Committee: Internal Controls | 57 |
Ch. 12 | Audit Committee: Compliance with Laws and Regulations, Ethics and Risk Management | 63 |
Ch. 13 | Quarterly and Annual Reports, Earnings Releases and Discussions with Analysts | 68 |
Ch. 14 | The Proxy Statement and Annual Questionnaire | 70 |
Ch. 15 | Director Compensation | 71 |
Ch. 16 | Indemnification and Insurance | 73 |
Ch. 17 | Confidential Information | 75 |
Ch. 18 | Stock Ownership and Trading | 76 |
Ch. 19 | The Board's Agenda | 78 |
Ch. 20 | The Board Book | 79 |
Ch. 21 | Meeting Minutes | 82 |
Ch. 22 | Dividends and Stock Buybacks | 85 |
Ch. 23 | Acquisitions | 87 |
Ch. 24 | Insider Transactions | 88 |
Ch. 25 | Changes in Control | 90 |
Ch. 26 | Boards of Subsidiaries and Affiliates | 92 |
Ch. 27 | Investigations | 94 |
Ch. 28 | Board Advisers | 98 |
Ch. 29 | Innovation | 102 |
Ch. 30 | Strategic Planning | 103 |
Ch. 31 | Director Education | 104 |
Ch. 32 | Real Time Trend Reporting | 106 |
Ch. 33 | The Balance Sheet and Corporate Commitments | 108 |
Ch. 34 | A Collection of Red Flags | 111 |
Ch. 35 | Cohesive Boards after Sarbanes | 112 |
Ch. 36 | Impact on Boards of Open-End Mutual Funds | 113 |
Ch. 37 | Impact on Boards of Closed-End Mutual Funds | 115 |
Ch. 38 | Impact on Foreign Issuers Listed in the U.S. | 117 |
Ch. 39 | Should I Become a Director? Should I Resign? | 118 |
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Corporate Governance For Public Company Directors, Corporate Governance for Public Company Directors takes you step-by-step through the new regulatory requirements that now shape the role of the corporate director. You'll find all of the information you need, including complete coverage of:
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