By Paul P. Brountas, Paul S. Sarbanes

In Boardroom Excellence, writer Paul Brountas, a company lawyer with greater than 40 years event, discusses the characteristics and parts of potent forums in today’s post-Enron atmosphere. Written in a concise structure, the ebook is stuffed with informative functional recommendation for board individuals of non-public, public, and nonprofit agencies. Boardroom Excellence comprises an educated dialogue of basic company governance concerns, together with the tasks and tasks of administrators and the correct interplay of the board with the CEO and administration.

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The Sarbanes-Oxley Road Map Much has been said recently about the new rules and regulations designed to reduce, if not eliminate, corporate fraud; create transparency; and give investors the opportunity and right to see the unexpurgated results of operations and the true financial condition of the corporations in which they have invested. The speed with which the new laws and regulations were enacted was breathtaking—and necessary. Despite the fact that many unanswered questions (and therefore unexpected risks) remain, these changes in the laws should serve as valuable tools in the hands of informed independent directors to restrain and eventually eliminate the type of corporate misbehavior that became routine and ravaged the savings and future hopes of not only experienced investors but also—and even more sadly— innocent workers who believed in the market and its integrity and bet their retirements on its continued success.

Being informed is not a passive undertaking. If the CEO doesn’t provide the information the director reasonably requires to make a decision, he or she must insist on obtaining the information; give it careful consideration; and, if necessary, seek the advice of outside advisers before acting. A leading case in which directors were held personally liable for a breach of their duty of care is Smith v. Van Gorkom, a 1985 Delaware Supreme Court decision. In Van Gorkom, the court held that the directors were grossly negligent and therefore were personally liable when they approved a cash-merger proposal that provided the stockholders with a substantial premium over the market price of their stock.

The CEO traditionally controls the agenda and management’s presentations to the board. Independent directors are unlikely to acquire the in-depth knowledge and understanding of the company’s business that the full-time management team and employees possess. However, directors can significantly improve their chances of early detection of problems as well as executive lies and deceit if they have a carefully developed understanding of their role and responsibilities, have reached a consensus as to what type of oversight they should provide, and have determined whether they will serve actively and endeavor to provide initiative and enhance stockholder value or less actively as advisers or monitors.

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