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Sarbanes-Oxley and The Board of Directors: Techniques and Best Practices for Corporate Governance by Award Winning* Author Scott Green

What others are saying about Sarbanes- Oxley and the Board of Directors: "Scott Green provides a comprehensive approach to board oversight that is on point, tackles the most controversial board issues of our day, and provides sound advice.  Wise directors will read this book." Jim Balsillie Chairman Research in Motion "A more thoughtful search process, such as the methodology recommended in Scott's book, will result in a more cohesive and effective board that truly is a competitive asset for the company." Julie Hembrock Daum Practice Leader -North American Board Services Spencer Stuart “Scott helped our board to develop clarity of purpose, re-define its goals, and implement a structure that supports our objectives. The transformation resulted in a dynamic, productive and engaged board. While relevant to public boards, I highly recommend this book for directors serving not-for-profit organizations as well." Harold C. Gibson, Jr. Executive Director, University of Idaho Alumni Association “A must read for management, Board members and anyone contemplating joining a Board, whether corporate or not-for-profit.   Scott Green addresses important issues of control and governance.” Arnold Ross CEO Ross Companies "To be effective, Boards of Directors need timely, accurate and relevant information derived from reliable processes.  Scott's focus on process has helped us deliver information to our Board in a more efficient manner." Aimee Boden Executive Director Randall's Island Sports Foundation “Scott Green, a highly respected expert on Sarbanes-Oxley, has through his Sarbanes- Oxley and the Board of Directors, enlightened all of us who serve or would like to serve on a Board of Directors.  The prestige of serving on a Board is clearly apparent, while the risks are often downplayed and rarely visible.   Scott Green has succeeded in providing much needed illumination in a very "hands on" document that we will all benefit from reading.” Herman A. Berliner, Ph.D. Provost and Senior Vice President for Academic Affairs, Hofstra University

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Other Publications by the Author Public Appearances Read the Preface of Manager's Guide The Author's other recommended resources Weil, Gotshal & Manges Sarbanes-Oxley Webpage

Sarbanes-Oxley and the Board of Directors - Table of Contents Preface Acknowledgements Introduction – An Introduction to High-Impact Governance Chapter 1    A Sturdy Framework Governance Factor I – Build a Strong Foundation Chapter 2   The Making of a Governance Revolution            The Development of the U.S. Regulatory Framework            The Relative Maturity of Worldwide Governance             Chapter 3   Board Basics            Independence is the Key            Board Size Matters            Committees – A Source of Support            The Imperial CEO            Director Development Chapter 4   Dealing with Your Liability Up Front            The Business Judgment “Bunker”            Your Next Line of Defense – Indemnity and Insurance            Reputation, The Priceless Asset Governance Factor II – Organize to Lead Chapter 5   Minding the Numbers: the Audit Committee            A Strong Constitution – the Audit Committee Charter            Your Financial Experts            Listen to the Whiners            Managing the Auditors            The Red Flags of Financial Reporting            Internal Control - Six Smart Steps Chapter 6   How Much is Fair?: the Compensation Committee            Designing the Plan            The Unspoken Cost – Stock Options            Piece Work – Transaction Compensation            The Danger of Oversized Parachutes            Measuring Performance            Unwanted Incentives            Tell Us About Your Shareholder Equity Plan            The Fight Is On! Chapter 7   Keeping it Clean: Corporate Governance Committee            Governing the Board            Setting the Rules            Evaluating the Board            And the Directors            And the CEO            Next! – Succession Planning            Finding That Perfect Director            Is the Strategy Still Valid? Chapter 8   Other Committees to Have and to Avoid            Where Have All of the Executive Committees Gone?            The Re-emergence of Finance Committees            When Public Policy and Safety Are Drivers            Addressing Special Occasions             Governance Factor III – Insist on High Standards Chapter 9   The Hard Work of Building Corporate Values            What We Stand For: Statement of Corporate Values            Establishing Boundaries            Reporting Bad Behaviors            Rewarding the Good            Learning to Openly Communicate             Chapter 10 Healthy Board Dynamics            Deciding Who We Are & How We Will Operate            A Coveted Culture            In the Spirit of Independence            Talking Frankly – Executive Sessions            Balance the Board            Wanting to be Engaged            Informed and Proud of It            Insisting on the Best and the Brightest            The Final Decision Governance Factor IV – Let Them Know Your Watching Chapter 11 The Art of Oversight            The Business Perspective:  Monitoring Operations            The Risk Perspective:  Monitoring Threats & Dangers            The Compliance Perspective: Monitoring Management Chapter 12 Hostile Activities Repelling Sharks        Staggering Boards            Ingesting Poison Pills            Voting, Confidentially            Anti-shareholder Provisions Governance Factor V – Communicating Clearly Chapter 13 Communicating Under Stress            The Importance of Managing Integrity            Disclosing Operating Weakness            Responding to Regulatory Scrutiny            Shareholder Activists - The Emerging Marker            What Not to Do - Damage Control Chapter 14 Speaking to the Crowd            Perfecting Event Reporting            New Reporting Requirements Other Useful Information & Conclusions Chapter 15  Big Money, Little Money, No Money            The Money Men –  Investment Companies            All For a Good Cause – Not-For-Profits            Serving on Advisory Boards            A Word About Small Companies Chapter 16        A Call To Service Appendix A – Governance Metrics International Governance Ratings Appendix B – General Motors Corporation Audit Committee Charter Appendix C – Champion Enterprises, Inc. Performance Evaluation Appendix D – NACD Board Evaluation Tool Appendix E – Johnson & Johnson Credo Appendix F – TIAA-CREF Principles for Fund Governance and Practice Notes Index

*Click here for a reprint of Scott's award winning article Fighting Financial Reporting Fraud.

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