Sarbanes-Oxley and the Board of Directors Techniques and Best Practices for Corporate Governance SCOTT GREEN John Wiley & Sons, Inc Sarbanes-Oxley and the Board of Directors Sarbanes-Oxley and the Board of Directors Techniques and Best Practices for Corporate Governance SCOTT GREEN John Wiley & Sons, Inc This book is printed on acid-free paper Copyright © 2005 by Scott Green All rights reserved Published by John Wiley & Sons, Inc., Hoboken, New Jersey Published simultaneously in Canada No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, 978-750-8400, fax 978-646-8600, or on the web at www.copyright.com Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, 201-748-6011, fax 201-748-6008, or online at http://www.wiley.com/go/permissions Limit of Liability/Disclaimer of Warranty: While the publisher and author have used their best efforts in preparing this book, they make no representations or warranties with respect to the accuracy or completeness of the contents of this book and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose No warranty may be created or extended by sales representatives or written sales materials The advice and strategies contained herein may not be suitable for your situation You should consult with a professional where appropriate Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages For general information on our other products and services, or technical support, please contact our Customer Care Department within the United States at 800-762-2974, outside the United States at 317-572-3993 or fax 317-572-4002 Wiley also publishes its books in a variety of electronic formats Some content that appears in print may not be available in electronic books For more information about Wiley products, visit our Web site at http://www.wiley.com Library of Congress Cataloging-in-Publication Data: Green, Scott, 1962Sarbanes-Oxley and the board of directors: techniques and best practices for corporate governance / Scott Green p cm Includes index ISBN-13 978-0-471-73608-0 (cloth) ISBN-10 0-471-73608-2 (cloth) Boards of directors—United States Corporate governance—United States Corporations—Accounting—Law and legislation—United States I Title HD2745.G74 2005 658.4'22—dc22 2005010214 Printed in the United States of America 10 In memory of my grandfather who instilled in me the notion that we owe it to the next generation to leave the world better than when we entered it I also dedicate this book to Nicholas and Christina, who sustain me and represent that bright and better future Contents PREFACE ACKNOWLEDGMENTS xi xv CHAPTER A Sturdy Framework GOVERNANCE FACTOR I Building a Strong Foundation CHAPTER Making of a Governance Revolution Regulatory Development in the United States Relative Maturity of Worldwide Governance CHAPTER Board Basics Independence Is the Key Board Size Matters Committees: Source of Functional Support The Imperial CEO Director Development CHAPTER Dealing with Your Liability Up Front Business Judgment “Bunker” Next Line of Defense: Indemnity and Insurance Reputation: A Priceless Asset 11 12 16 27 28 31 32 36 40 45 45 48 48 vii viii Contents GOVERNANCE FACTOR II Organize to Lead 53 CHAPTER Minding the Numbers: The Audit Committee 55 A Strong Constitution: The Audit Committee Charter Your Financial Experts Listen to the Whiners Managing the Auditors Red Flags of Financial Reporting Internal Control: Six Smart Precertification Steps CHAPTER How Much Is Fair?: The Compensation Committee Designing the Plan Unspoken Cost: Stock Options Piecework: Transaction Compensation Danger of Oversized Parachutes Measuring Performance Unwanted Incentives Tell Us about Your Shareholder Equity Plan The Fight Is On! CHAPTER Keeping It Clean: The Corporate Governance/Nominating 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 Other Committees to Have and to Avoid Where Have All of the Executive Committees Gone? Reemergence of Finance Committees When Public Policy, Safety, and Research Are Drivers Addressing Special Occasions 56 57 59 60 66 72 81 82 89 90 91 92 94 95 96 99 100 101 103 107 108 117 120 124 129 129 130 132 133 299 Champion Enterprises, Inc CEO Evaluation Major opportunities for further improvement: Other thoughts and concerns relating to Champion and its Management: During the past year, how would you evaluate the CEO on a (lowest) to 10 (highest) scale Evaluation Goals Evaluation Goals Overcoming industry/ economy concerns Controls/internal audit Ramping up retail Retaining, motivating, attracting management Consolidating manufacturing Crisis management Upgrading quality Spokesperson externally, communications Improving operations over next three years E-Commerce integration Development Overall marketing Retail Over execution/ quality and speed Branding Flexibility and listening Internet Strategic visions 300 Evaluation APPENDIX D Goals Evaluation Finance and insurance Analyzing transactional opportunities under changing environment Please list your three largest concerns: Goals Succession planning APPENDIX E Statement of Values: Johnson & Johnson Credo* e believe our first responsibility is to the doctors, nurses and patients, to mothers and fathers and all others who use our products and services In meeting their needs everything we must be of high quality We must constantly strive to reduce our costs in order to maintain reasonable prices Customer’s orders must be serviced promptly and accurately Our suppliers and distributors must have an opportunity to make a fair profit We are responsible to our employees, the men and women who work for us throughout the world Everyone must be considered as an individual We must respect their dignity and recognize their merit They must have a sense of security in their jobs Compensation must be fair and adequate, and working conditions clean, orderly and safe We must be mindful of ways to help our employees fulfill their family responsibilities Employees must feel free to make suggestions and complaints There must be equal opportunity for employment, development and advancement for those qualified We must provide competent management, and their actions must be just and ethical We are responsible to the communities in which we live and work and to the world community as well We must be good citizens—support good works and charities and bear our fair share of taxes We must encourage civic improvements and better health and education We must maintain in good order the property we are privileged to use, protecting the environment and natural resources Our final responsibility is to our stockholders Business must make a sound profit We must experiment with new ideas Research W *Used with permission Courtesy of Johnson & Johnson 301 302 APPENDIX E must be carried on, innovative programs developed and mistakes paid for New equipment must be purchased, new facilities provided and new products launched Reserves must be created to provide for adverse times When we operate according to these principles, the stockholders should realize a fair return APPENDIX F TIAA-CREF Principles for Fund Governance and Practices* his statement reflects principles to which the TIAA-CREF investment companies aspire to conform, and which we intend to apply to other companies’ funds that we offer to our customers While TIAA-CREF recognizes that there can be good faith differences of opinion about governing structures and practices, we believe our industry should take steps to demonstrate that investment companies operate for the benefit of shareholders (the funds’ investors), that their pricing and costs are open to scrutiny, and that they treat all investors fairly regardless of account size These principles should be read in conjunction with TIAACREF’s Statement Regarding Fund Governance and Practices, which discusses our view of the opportunity that funds have to come together to restore the trust of individual investors The principles are not a recitation of law, but rather a set of measures reflecting ways in which funds can put shareholders’ interests first T Principle One—We believe the following governing structures can help funds operate for the benefit of shareholders ■ At least three-fourths of a fund’s directors, including its chairman, should be independent of the fund’s investment management company (with serious consideration given to a board comprised entirely of independent directors); ■ A fund’s board should meet regularly in private, without management present; ■ Directors should retain independent legal counsel; *Reprinted with the permission of TIAA-CREF 303 304 ■ ■ APPENDIX F Only independent directors should serve on the audit and nominating committees; and The audit committee should include one or more financial experts qualified to oversee the fund’s independent auditor Principle Two—Regular elections of directors promote board accountability to shareholders ■ Shareholders should regularly have the opportunity to elect directors, whether via a public company-style proxy process or other means Principle Three—Fund directors should be highly qualified ■ Directors should be people of high character, experience and competence ■ To ensure that directors are dedicating sufficient time and attention to their board responsibilities, boards should develop guidelines governing the number of corporate board memberships their directors may have Principle Four—Fund advisers should provide shareholders with information on how the fund compensates portfolio managers ■ A fund’s investment adviser should disclose the structure of portfolio manager compensation and the methodology used to determine such compensation ■ Shareholders have a right to know whether portfolio managers have incentives to focus on short- or long-term performance Principle Five—Funds should voluntarily cease the practice of directing brokerage in return for distribution ■ As an interim measure, funds should quantify the amount of brokerage business sent to brokers for distribution and include that amount in their 12b-1 fees Principle Six—Funds should be fully transparent with respect to fees, expenses and costs ■ Brokers should separate trading costs from research costs so that investment advisers can disclose them to investors ■ In the interim, the fund industry would well to closely examine proposals to improve soft dollar disclosure, paying particular TIAA-CREF Principles for Fund Governance and Practices ■ 305 attention to the preservation of high quality research and the goal of true transparency Ultimately, advisers should pay for investment research from their own profits, thereby ending soft dollar arrangements Principle Seven—Funds should be fully transparent with respect to revenue sharing arrangements their advisers have with brokerage firms that engage in fund sales ■ Fund advisers should disclose the range of these payments and the brokers who received them Principle Eight—All fund shareholders deserve to be dealt with fairly ■ Certain distinctions in fees and discounts among groups of investors within a fund, depending on whether the fund is sold directly or through a broker, or the quantity of shares purchased, may be appropriate provided they are fully disclosed ■ No shareholder should get preferential treatment other than as fully disclosed ■ Funds should not share confidential information relating to holdings or trading strategies with certain shareholders who can then profit from that information at the expense of others ■ Funds should develop reasonable policies and procedures to address abusive short-term trading and market timing, and should apply these policies consistently Index A Abbott Laboratories, 47, 167, 213 ABN AMRO, 87 Adelphia Communications, 33, 144, 164, 194 Agere Systems, Inc., 163 Akers, John F., 16 Alliance Capital Management, L.P., 252 American Express Company, 16 American Funds, 254 American Hospital Supply, 201 American International Group, Inc (AIG), 148, 215, 216 AMR Research, Inc., 272 Annan, Kofi, 139, 152, 154 AOL-Time Warner, Inc., 33 Apex Digital, 186 Arthur Andersen, 50, 62 Auditanalytics.com, 60–62 Avaya, Inc., 163 Avon Products, Inc., 269 B Backland, John, 260 Bank of America Corp., 86, 252, 260 Bank One, 252 Bankers Trust, 70 Bankrupt, 48, 49, 62, 70, 91, 94, 213, 229, 231 Barker, Robert, 105 Barnes, Roger L., 168, 169 Bausch & Lomb Incorporated, 212 Baxter Healthcare, 201 Beamon, Bob, 279 Belicheck, Bill, 118 Bell, Charles, 118 Berra, Yogi, 227 Bishop Estate, 264 Board of Directors: independence, 29, 39, 273 minutes, 50, 51, 102, 127 size, 28, 29, 31, 32, 41, 43 Boeing Co., 143 Bogel, John, 251 Bond, Alan, 255 Booz, Allen & Hamilton, 117 Boutros-Ghali, Boutros, 153 Bribery, 145 Brokaw, Tom 118 Buffett, Warren, 217 Burke, James, 147 Business judgment rule, 3, 45–47, 167 Business Roundtable, 27 C CalPERS, 38, 105, 126, 216, 217 Canary Capital Partners, 258 Capital Research and Management, 254 Carter, Colin, 33, 160 Carter, James Earl, 15 Cendant Corp., 33, 137, 224 CEO golden parachutes, 91 imperial, 28, 35–38, 40, 41, 164, 274 self evaluations, 112, 115, 116, 126 Champion Enterprises, Inc., 117 307 308 Index Charan, Ran, 36 Charter, 18, 33, 42, 64, 130, 270, 271 audit committee, 19, 55-57, 64, 77, 78, 104, 239, 246 corporate, 46, 48, 270 nominating committee, 18, 99, 101, 120, 241, 246 Chattanooga Pension Fund, 262, 263 Chiron Corporation, 167, 213 Circuit City Stores, Inc., 130 CIT Group, 169 Citigroup, 252 Coca-Cola Company, 217 Code of Ethics, 5, 19, 20, 59, 142, 145, 179, 236, 239, 240, 246, 260, 262 Coffee, John, 131 Columbia Broadcasting System (CBS), 117 Committee of Sponsoring Organizations (COSO), 183, 184 Compaq Computer Corp., 159, 204 Computer Associates International, Inc., 33, 34, 212 Conflict of interest, 36, 46, 49, 69, 142, 172, 196, 197, 265, 274 ConocoPhillips, 92 Conway, Craig, 212, 230 Cooper, Cynthia, 213 Corporate Library, 124 Covenant House, 264 Credit Suisse First Boston (CSFB), 50, 252 CUC International, 137, 224 D Daum, Julie, 121, 123 Delaware Chancery Court, 47 Delisting, 232, 273 Dell Computer Corp., 93, 94, 131 Director: duties, 1, 45–47, 52, 62, 81, 92, 124, 156, 169, 194, 200, 201, 262, 263, 267 (See also business judgment rule) independence, 30, 228 liability, 3, 41, 42, 45–53 Directors’ and Officers’ Insurance, 45, 48, 51, 103, 270, 271 Disaster recovery planning, 190 Disney, Roy, 280 Distress markers, 211, 216, 217, 226 Donaldson, Gordon, 125 Donaldson, William, 82 Druyan, Darleen, 143 Duke, James B., 12 Dunlap, Al, 110 E E*Trade Financial Corp., 96 Eastman Kodak Company, 16 Ebbers, Bernard, 224 Edward D Jones & Company, 254 Edwards, Herman, 109 Eisner, Michael, 38, 39, 41, 280 Emerging Communications, 47 Enron Corporation, 23, 50, 51, 96, 134, 186, 187, 192, 194, 196, 197, 216, 224 conflict of interest, 33, 62, 71, 142, 197 corporate values, 141 directors, 197, 278 insider trading, 192, 236 special purpose entities, 70, 142, 196, 197, 231 European Union (EU), 17, 21–23, 25 F Fahlin, Roland, 169, 170 Fair disclosure (See Regulation FD) Fannie Mae, 64–66, 168, 169, 233 309 Index Fastow, Andrew, 142, 196 Financial Accounting Standards Board (FASB), 89, 90 Financial reporting: certification, 19, 20, 23, 72, 75, 77, 224, 225, 271, 260, 280 fraud, 16, 17, 33, 55, 59, 69, 76, 79, 95, 171, 192, 277 red flags, 42, 66, 73, 77, 78, 164 Fiorina, Carleton, 159, 161 Flag Telecom, 90, 91 Foley & Lardner LLP, 272 Forbes, Walter, 224 Forgeries, 264 Franklin, Benjamin, 133 Fred Alger Management, Inc., 252 Fredrick W Cooke & Company, 82 H Hammer, Armand, 30, 31 Hannaford Brothers, 129 Harvard: Business School, 33, 125, 129 Harvard Business Review, 34, 107, 130 Hawkins, Jim, 267 HealthSouth Corporation, 33, 140, 224, 225 Heartland Advisors, 252 Hershey, Milton, 264 Hevesi, Alan, 50 Hewlett-Packard Company, 93, 159, 204 Hilton Hotels Corp., 96 Hofstra University, 130 Hollinger International, 46 Home Depot, Inc., 40, 119, 160 G Gartner Group, 182 Gatlin, Justin, 279 Gemstar-TV Guide International, Inc., 234, 235 General Electric Co., 32, 119, 166 General Motors Corp., 16, 57, 132 General Re, 216 Generally Accepted Accounting Principles (GAAP), 230, 231 George, Stephen, 111 Gibson Greetings, 70 Gifford, Charles K., 86 GlaxoSmithKline PLC, 214 Global Crossing,Ltd., 33 Gold, Stanley, 280 Goldman Sachs & Co., 141, 146, 202 Goldschmid, Harvey, 131, 203 Governance Metrics International (GMI), 17, 31, 57, 105, 126 Grasso, Dick, 45, 82, 86–89 Greenberg, Hank, 216 I Icahn, Carl and Gail, 279 ICI Forbundet, 170 Idaho Statesman, 267 ImClone Systems, Inc., 193 Immelt, Jeffery, 119 ING Barings, 87, 182 Insider trading, 193 Institutional Shareholder Services, 105 Internal Audit, 33, 56, 57, 62, 63, 67, 73, 74, 76, 79, 140, 152, 195, 198, 213, 220, 255, 259, 264 Internal Revenue Service, 263, 269 International Business Machines Corp (IBM), 16 International Monetary Fund (IMF), 257 Invesco, 252 J J.P Morgan, 12 James Beard House, 264 310 Index Janus Funds, 252 Johnson & Johnson, Inc., 146, 147 Jones Apparel Group, 229 Jones Day, 143 K Kaplan, Robert S., 179, 180 Keller, Herb, 40 Key Performance Indicators, 104, 111, 114, 116, 147–149, 180–182, 184, 190, 198 Kozlowski, Dennis, 90, 194, 195 KPMG, 61, 65, 233–235 Kumar, Sanjay, 34, 212 Merck & Co., Inc., 91, 92 Merrill Lynch & Co., Inc, 200, 252, 269 Merrimac Advisors, 259 Millennium Partners, 252 Miller, Russell, 92 Millstein, Ira M., 38 Milton Hershey School Trust, 264 Money laundering (anti-laundering), 253, 257, 258 Monsanto Co., 145 Moodys Corp., 105 Morgan Stanley, 254 Mulva, James J., 92 Murdoch, Rupert, 200 L Langone, Kenneth, 89 Lastminute.com, 232 Lay, Ken, 224, 225 Lencioni, Patrick, 108, 109 Lipton, Martin, 131 Lorsch, Jay, 33, 160 Lucent Technologies, Inc., 71, 145, 162, 163, 223 M MBNA Corp., 96 M&T Bank, 32 MacAvoy, Paul W., 38 Malone, John C., 200 Marcus, Bernie, 40 Martha Stewart Living Omnimedia Inc., 194 Massachusetts Financial Services, Co (MFS), 255 Massachusetts Mutual Financial Group, 252 McCall, Carl, 88 McDonald’s Corporation, 39, 118, 119 McNerney, Jim, 119 Mercer Human Resources Consulting, 89, 92 N Nadler, David A., 179, 180 Nardelli, Bob, 119 National Association of Corporate Directors (NACD), 31, 100, 104, 105, 117 National Association of Securities Dealers (NASD), 87, 232, 280 listing standards, 18–20, 29–32, 36, 95, 96, 99, 142, 170, 239, National Broadcasting Company (NBC), 117 Nehemiah, Renaldo, 279 Neiman Marcus Group, 129 New England Patriots, 118 New York: City Department of Parks and Recreation, 279 City Police Department, 181, 182 Jets, 109 New York Times, The, 135, 153, 203 Stock Exchange (NYSE), 45, 77, 82, 87–89, 215, 280 listing standards, 18–20, 31, 32, 81, 95, 96, 99, 103, 142, 143, 145, 170, 171, 206, 239 311 Index Newmont Mining Corp., 134, 135 News Corporation, 200 Nielson Media Research, 117 Norton, David P., 179, 180 Not-for-profit corporations, 251, 263, 269, 279 O Occidental Petroleum Corp., 30, 31, Occupational Safety and Health Administration (OSHA), 215 Oerter, Al, 279 Oracle Corporation, 96, 215, 229, 230 Organization for Economic Cooperation and Development (OECD), 24 Ovitz, Michael, 96 Owen, William T., 140 Owens, Jesse, 279 Owens-Rankin, Marlene, 279 Oxley, Michael, 273 P Pacific Tsunami Warning Center, 191 Paine Webber, 262 Parmalat, 33 Paulin, George B., 82 Pension: Benefit Guarantee Corporation, 71 black-out periods, 193, 263, 246, 278 plans, 50, 52, 70, 71, 78, 89, 95, 98, 194, 195, 236, 261, 262, 278 PeopleSoft, 212, 229, 230 Pfizer, Inc., 133 Phillips, William Keith, 262 Pickell, Leonard F., 264 Pilgrim Funds, 252 PIMCO, 252 Pinochet, General Augusto, 258 Piper Capital Management, 257 Poison pills, 16, 91, 200, 201, 203, 207 Procter & Gamble Company, 70 Prudential Financial, Inc., 252 Public Company Accounting Oversight Board (PCAOB), 63 Putnam Investments, 252 Q Qualcomm, Inc., 202 Quattrone, Frank, 50 Qwest Communications International, Inc 33, 67 R Ralph Lauren, 229 Randall’s Island Sports Foundation, 279 Rather, Dan, 117 Regan, Ronald, 165 Regulation FD (fair disclosure), 244, 245 Resolution Trust Corporation, 13, 15 Revlon, Inc., 201 Rigas: John, 145, 164 Timothy, 144, 164 Riggs Bank, 257, 258 Rinker Group Limited, 35, 133 Rite Aid Corporation, 33 Rockefeller, John D., 12 Roosevelt, Franklin D., 14 Roosevelt, Theodore, 12, 13 Royal Ahold, 33, 169, 170 Rukeyser, Louis, 255 Russo, Patricia, 163 S S&P 500, 2, 28, 29, 33, 35, 39, 92 Salmon, Walter, 129 312 Sarbanes-Oxley Act: Section 201—Auditor services, 62 Section 203—Audit partner rotation, 63 Section 206—Auditor conflicts of interest, 63 Section 301—Audit committees, 32, 59, 166 Section 302—Financial report certification (See Financial reporting: certification) Section 306—Insider trades, 193, 236 Section 401—Periodic report disclosures, 230 Section 402—Conflicts of interest, 172, 195 (See also Conflicts of Interest) Section 403—Management transactions, 193, 244 Section 404—Internal Controls Assessment, 19, 61, 73, 74, 219, 272, 273, 275 Section 406—Code of ethics (See Code of Ethics) Section 407—Audit committee financial expert, 57, 171, 239 Section 409—Real time disclosure, 221 Section 806—Whistleblower protections, 60 Sichuan Changhong, 186 Southwest Airlines Co., 40 Special Purpose Entities, 70, 197, 231 Spencer Stuart, 28, 29, 32, 35, 29, 121, 122 Spitzer, Eliot, 34, 45, 82, 89, 120, 252, 258, 260 Stemple, Robert C., 16 Stewart, Martha, 194 Strong Capital Management, 256 Strong, Richard, 256 Sullivan, Scott, 212 Index Sunbeam Corp., 33, 111 Sutton, Gary, 31 Symbol Technologies, Inc., 33 T 3M Company, 119 Taten, Bruce, 105 Temple, Nancy, 50 Thompson, Dr Andrew, 153 Thornburgh, Dick, 152 TIAA-CREF, 39, 216, 261 Tyco International, Ltd., 33, 90, 91, 169, 194–196 U U.S Bancorp (U.S Bank), 269 U.S Food and Drug Administration (FDA), 167, 194, 214, 215 U.S Foods, 95 U.S legislation: Banking Act of 1933, 13, 14 Clayton Anti-Trust Act of 1914, 12, 13 Comprehensive Thrift & Banking Fraud Protection Act of 1990, 13, 15 Financial Institutions Reform, Recover and Enforcement Act, 13, 15 Foreign Corrupt Practices Act, 13, 15, 145, 163 Glass-Steagall Act, 14, 273 Investment Advisors Act of 1940, 13, 15, 251 Investment Company Act of 1940, 13, 15, 251, 260 Sarbanes-Oxley Act (See SarbanesOxley Act) Sherman Anti-Trust Act of 1890, 12, 13 Stock Option Accounting Reform Act, 89 U.S Trust, 252 Union Pacific Corporation, 84 313 Index United Nations, 139, 152, 153 United Parcel Service (UPS), 110, 173 United Way, 264 University of Idaho Foundation, 223, 265–267 University of Maryland, 273 V Vanguard Group, 251 Veasey, Norman, 131 Volker, Paul, 152–154 W, X, Y, Z Wachtell, Lipton, Rosen & Katz, 131 Waksal, Sam, 193 Wal-Mart Stores, Inc., 181, 186 Wall Street Journal, The, 47, 196, 214 Walsh, Frank, 169 Walt Disney Company, The, 38, 39, 96, 228, 280 Waste Management, Inc., 33 Weil, Gotshal & Manges, LLP, Weimerskirch, Arnold, 111 Welch, Jack, 119 Wellington Management Company, LLP, 252 Westinghouse, 16 Wharton School, 273 Williams, Brian, 117 Wilson, Mike, 267 Wilson, Peta, 145 World Bank, 24 WorldCom, Inc., 33, 50, 67, 69, 140, 194, 212, 213, 216, 224, 278 Xerox Corp., 33 Zarrella, Ronald L., 212 ...Sarbanes-Oxley and the Board of Directors Techniques and Best Practices for Corporate Governance SCOTT GREEN John Wiley & Sons, Inc Sarbanes-Oxley and the Board of Directors Sarbanes-Oxley and the... identify best practices, and recognize the red flags of board governance Such a book is also useful to sitting directors for understanding governance trends, evaluating their own practices, and understanding... Cataloging-in-Publication Data: Green, Scott, 1962Sarbanes-Oxley and the board of directors: techniques and best practices for corporate governance / Scott Green p cm Includes index ISBN-13 978-0-471-73608-0