Corporate Governance Best Practices: Strategies for Public, Private, and Not-for-Profit Organizations
John Wiley & Sons, Aug 8, 2006 - Business & Economics - 288 pages
Praise for Corporate Governance Best Practices
"A thorough and thoughtful guidebook on the governance lay of the land."
-Professor Charles M. Elson, Woolard Chair in Corporate Governance and Director of Weinberg Center for Corporate Governance, University of Delaware
"Frederick Lipman provides a comprehensive approach to best corporate governance practices for all organizations, which is current, thoughtful, and practical. Directors and corporate governance personnel of public, private, and not-for-profit organizations must read this book."
-Professor Raphael H. Amit, Director of Goergen Entrepreneurial Management Program, Wharton School of Business
"Fred Lipman is considered by many directors and CEOs to be the preeminent expert on corporate governance in the country. His advice on this important topic, which impacts the boards of all types of organizations-public, private, and not-for-profit-is required reading in this day and age."
-Frederick (Ted) Peters, Chairman and Chief Executive Officer, Bryn Mawr Bank Corporation (aka The Bryn Mawr Trust Company)
"Boards of directors must be aware of best corporate governance practices in order to be effective in their oversight role and that is true for all not-for-profit organizations, including universities, as well as public and private companies. Frederick Lipman has authored a practical and comprehensive guide to 'best practices' for all boards of directors, which is required reading."
-George P. Tsetsekos, PhD, Dean, Bennett S. LeBow College of Business, Drexel University
"In a world of 'good,' 'better,' 'best,' where 'good' and 'better' may not be good enough, Fred Lipman's new book is a straightforward, and even comforting, compendium of BEST governance practices for serious directors. It is a handy and reassuring tool for the conscientious."
-Allen R. Freedman, Audit Committee Chairman, StoneMor Partners LP,Founding Director, Association of Audit Committee Members
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Strategies for Public Private and NotforProfit Organizations Part II Information Technology Corporate Governance
Strategies for Public Private and NotforProfit Organizations Part III The Public Company Audit Committee
Strategies for Public Private and NotforProfit Organizations Part IV Private and NotforProfit Organizations
Strategies for Public Private and NotforProfit Organizations Part V Appendixes
Strategies for Public Private and NotforProfit Organizations Index
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allegations Arthur Andersen Asti attorney audit client audit committee financial audit committee members auditing firm auditor BEST PRACTICE board of directors business judgment rule channel stuffing Chapter committee financial expert committee’s company audit committees company’s compensation committee compliance conduct Cooper corporate governance court coverage Delaware disclosure discussed documents e-mail employees Enron establish ethics executive officer federal fees fiduciary duties filed financial reporting financial statements fraud GAAP independent auditor independent directors Internal Audit Department internal audit function internal controls investigation issuer issues lawsuit liability listed litigation meeting ment million monitor Morgan Stanley nominating/corporate governance committee nonaudit services not-for-profit organizations NYSE operations organization’s oversight partner PCAOB perform person preapproval private companies procedures public accounting firm public company audit registered public accounting resellers responsibilities revenue Sarbanes-Oxley Act SEC’s Section shareholders standards Symbol tion transactions violation whistleblower WorldCom York Stock Exchange
Page 241 - To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading...
Page 167 - ... make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer...
Page 202 - Board, to provide to that issuer, contemporaneously with the audit, any nonaudit service, including — (1) bookkeeping or other services related to the accounting records or financial statements of the audit client; (2) financial information systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit outsourcing services; (6) management functions or human resources; (7...
Page 244 - USC 78m or 78o(d)) to contain an internal control report, which shall — (1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting...
Page 149 - ... shall also be liable jointly and severally with and to the same extent as such controlled person to any person to whom such controlled person is liable, unless the controlling person had no knowledge of or reasonable ground to believe in the existence of the facts by reason of which the liability of the controlled person is alleged to exist.
Page 137 - affiliate' of, or a person 'affiliated' with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. "(f) Control. The term 'control' (including the terms 'controlling,
Page 241 - ... in all material respects the financial condition and results of operations of the issuer...
Page 30 - I am of the view that a director's obligation includes a duty to attempt in good faith to assure that a corporate information and reporting system, which the board concludes is adequate, exists, and that failure to do so under some circumstances may, in theory at least, render a director liable for losses caused by non-compliance with applicable legal standards."129 Hoewel de Court of Chancery van Delaware niet ingaat op de formulering uit Graham v.