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Directors' Institute on Corporate Governance (Third Annual)
Chair(s):
Ira M. Millstein, Betsy S. Atkins, Richard H. Koppes
Practice Area:
Corporate & Securities
Published:
Sep 2005
ISBN:
1402406452
PLI Item #:
6343
CHB Spine #:
B1506
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Table of Contents
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Front Matter
Table of Contents
Chapter 1. Mastering Corporate Governance, Part 2: When Earnings Management Becomes Booking the Books – The Line Between Legitimate and Inappropriate Accounting Techniques Can Be a Blurry One, but the Audit Committee Must Endeavor to Make a Clear Distinction
Chapter 2. The Director Settlements at Enron and Worldcom: Lessons For Directors
Chapter 3. Some Thoughts on Director Protection in Light of the Worldcom and Enron Settlements
Chapter 4. Corporate Securities: Due Diligence After Worldcom
Chapter 5. Underwriter Due Diligence: Worldcom and Beyond
Chapter 6. NASDAQ Independence and Audit Committee Questionaire for Non-Management Directors and Director Nominees in Connection with 2005 Annual Meetings of Stockholders
Chapter 7. NYSE Independence and Audit Committee Questionaire for Non-Management Directors and Director Nominees in Connection with 2005 Annual Meetings of Stockholders
Chapter 8. Guide – Sample Audit Committee Charters Introduction
Chapter 9. Sample Audit Committee Charter
Chapter 10. Abbreviated Version of Audit Committee Charter
Chapter 11. Sample Audit Committee Action Program
Chapter 12. Audit Committee Procedures for Addressing Complaints About Accounting Matters
Chapter 13. Sample Board & Board Committee Self-Evaluation Form
Chapter 14. Performing the Duty of Care: A Director’s Perspective
Chapter 15. Independents’ Day: Why a Growing Number of Directors are Seeking a Dedicated Line of Coverage
Chapter 16. Will a Financial Restatement Cause Your D&O Coverage to Disappear Into Thin Air? Important Issues Directors and Officers Need to Know to Protect Their Personal Assets When Faced With a Financial Restatement
Chapter 17. Playing Nice in the SarbOx: The Challenge for Public Companies in Responding to the Latest Round of “Guidance”
Chapter 18. Composing a Balanced and Effective Board to Meet New Governance Mandates
Chapter 19. Draft – Strategic Risk Management for the Board
Chapter 20. Redefining the Corporate Governance Agenda from Risk Management to Enterprise Resilience
Chapter 21. Too Much SOx Can Kill You: Resolving the Compliance Paradox
Chapter 22. The Nominating and Corporate Governance Committee
Chapter 23. Guidelines for Shareholder-Director Communications a White Paper From Business Roundtable, May 2005
Chapter 24. Framework and Tools for Improving Board-Shareowner Communications the Report for the Council of Institutional Investor-National Association of Corporate Directors Task Force on Improving Board-Shareowner Communications
Chapter 25. The Active Shareholder
Chapter 26. June 15, 2005 Letter Written by Ann Yerger, Executive Director, Council of Institutional Investors to David C. McBride, Chairman of the Corporation Law Section of the Delaware State Bar Association, Re: Proposed Amendment to Section 216 of the DGCL, 8 DEL. C. § 216 Relating to the Election of Directors
Chapter 27. Committee on Corporate Laws Discussion Paper on Voting By Shareholders for the Election of Directors, June 22, 2005
Chapter 28. Pay for Long Term
Chapter 29. Money Talks
Chapter 30. Looking Ahead at Executive Compensation
Chapter 31. Journey of 1,000 Steps: One Journalist’s Long Look at Corporate Governance
Chapter 32. June 30, 2005 Letter From TIAA-CREF to E. Norman Veasey, Chair, ABA Committee on Corporate Laws – Re: Discussion Paper on Voting by Shareholders for the Election of Directors
Chapter 33. TIAA-CREF Policy Statement on Corporate Governance
Chapter 34. Governance at a Crossroads: 2005 Proxy Season Update
Chapter 35. Preliminary 2005 Postseason Report: Corporate Governance at a Crossroads
Chapter 36. Ten Board Challenges for 2005
Chapter 37. Ten Topics of Inquiry for a Prospective Board Member
Chapter 38. The New Agenda for ICGN
Chapter 39. Audit Committees – 10 Key Issues to Consider Now
Chapter 40. August 12, 2005 Letter Written by Gerald W. McEntee, Chairman, AFSCME to the Honorable E. Norman Veasey, Chair, Committee on Corporate Law, Re: Discussion Paper on Voting by Shareholders for Election of Directors
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