By John Colley, Wallace Stettinius, Jacqueline Doyle, George Logan
A complete evaluation of 1 of cutting-edge most crucial and arguable topics
The desire for sound company governance is the number 1 merchandise on many people's agendas this day, from company administrators and selection makers to traders trying to defend themselves from the following Enron-type catastrophe. yet what precisely constitutes sound governance? And what may still administrators and executives do to make sure they could meet their governance responsibilities--whether felony, ethical, or both?
What is company Governance? provides readers with concise but accomplished assurance of this hot-button topic. Following the reader-friendly structure of McGraw- Hill's hugely winning what's . . . sequence, this one-stop assessment of company governance features:
- Explanations of the legislation and rules that follow to company governance
- Insights into the duties--and liabilities--of company administrators
- Discussion of the influence of Sarbanes-Oxley on company governance matters
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Extra resources for What Is Corporate Governance?
Sample text
These individuals assume the responsibility for operations, solve problems, and get the job done. The wrong people in the role of director, however, can create problems, impede progress, and even damage a firm舗s performance and reputation. How then should shareholders choose (elect) a specified number of qualified and respected people to represent their interests as members of a corporation舗s board? In owner-managed companies, the owners may select whomever they want as directors, with the primary purpose of soliciting the best possible advice.
Profiles the board to see what skills and experience are needed 3. Develops a pool of candidates 4. Screens the candidates, selecting the most attractive, involving the board in the process 5. Recruits the candidates 6. Nominates willing candidates and returning directors whose terms require renewal for election by the board or shareholders (as specified in the bylaws) 7. Orients new board members THE SIZE OF THE BOARD The size of a board is normally determined by the existing board and should always comply with the range or limitations established in the bylaws of the corporation.
INDEMNIFICATION OF DIRECTORS It is a general practice for corporations to indemnify directors against liability for their legal actions. This means that the directors are not personally liable for any damages that might result from legal acts of the board, to the extent that there are corporate assets to cover any awards to plaintiffs. Most corporations purchase directors and officers liability insurance (D8O coverage) as part of their indemnity program. Certain behaviors, such as fraud, are, by statute, excluded from indemnification.