book

Corporate Governance and Ethics

by Zabihollah Rezaee

June 2008

Intermediate to advanced

300 pages

17h 33m

English

Wiley

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INTRODUCTIONTHE FREE ENTERPRISE SYSTEM AND CAPITAL MARKETSPUBLIC TRUST AND INVESTOR CONFIDENCETHE ROLE AND RESPONSIBILITY OF BUSINESS IN SOCIETYTHE ROLE OF FINANCIAL INFORMATION IN THE CAPITAL MARKETSINTRODUCTION TO CORPORATE GOVERNANCEINTRODUCTION TO BUSINESS ETHICSCLASSROOM IMPLICATIONS OF THIS BOOKSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES

INTRODUCTIONDEFINITION OF CORPORATE GOVERNANCEASPECTS OF CORPORATE GOVERNANCECORPORATE GOVERNANCE STRUCTURESOURCES OF CORPORATE GOVERNANCECORPORATE GOVERNANCE REFORMSSARBANES-OXLEY ACT OF 2002CORPORATE GOVERNANCE RATINGCORPORATE GOVERNANCE REPORTINGGLOBAL CONVERGENCE IN CORPORATE GOVERNANCESUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONETHICAL THEORIESETHICS IN THE WORKPLACEBUSINESS ETHICSTRIANGLE OF BUSINESS ETHICSETHICS TEACHING IN BUSINESS SCHOOLSPROFESSIONAL ETHICSREPORTING BUSINESS ETHICS AND CONDUCTFINANCIAL REPORTING INTEGRITYSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONROLE OF THE BOARD OF DIRECTORSFIDUCIARY DUTIES OF THE BOARD OF DIRECTORSBOARD COMMITTEESBOARD MODELSBOARD CHARACTERISTICSBOARD SELECTIONDIRECTOR EDUCATION AND EVALUATIONBOARD ACCOUNTABILITYEFFECTIVE CORPORATE BOARDSDIRECTOR LIABILITYSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONRELEVANCE OF BOARD COMMITTEESAUDIT COMMITTEECOMPENSATION COMMITTEECORPORATE GOVERNANCE COMMITTEENOMINATING COMMITTEEOTHER BOARD STANDING COMMITTEESSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONMANAGEMENT RESPONSIBILITIESCORPORATE OFFICERSEXECUTIVE COMPENSATIONFINANCIAL REPORTING REQUIREMENTSFINANCIAL REPORTING CHALLENGESINTERNAL CONTROL REPORTING AND EXECUTIVE CERTIFICATIONSENTERPRISE RISK MANAGEMENTTAX ACCOUNTINGSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONREGULATIONSTHE SARBANES-OXLEY ACT OF 2002SECURITIES AND EXCHANGE COMMISSIONPUBLIC COMPANY ACCOUNTING OVERSIGHT BOARDFEDERAL SENTENCING GUIDELINES FOR ORGANIZATIONSAMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTSFINANCIAL ACCOUNTING STANDARDS BOARDGOVERNMENT ACCOUNTING STANDARDS BOARDINTERNATIONAL FEDERATION OF ACCOUNTANTSCOMMITTEE OF EUROPEAN SECURITIES REGULATORSSTATE INFLUENCE ON CORPORATE GOVERNANCECORPORATE GOVERNANCE AND COURTSCORPORATE GOVERNANCE AND SELF-REGULATORY ORGANIZATIONSBEST PRACTICESSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONINTERNAL AUDITING FUNCTION AND CORPORATE GOVERNANCETREND AND RELEVANCE OF INTERNAL AUDITORSAUTHORITIES AND RESPONSIBILITIES OF INTERNAL AUDITORSINTERNAL AUDIT OUTSOURCINGAUDIT COMMITTEE RELATIONSHIP WITH INTERNAL AUDITORINTERNAL AUDITORS' ROLE IN INTERNAL CONTROLINSTITUTE OF INTERNAL AUDITORSDETERMINANTS OF EFFECTIVE INTERNAL AUDITSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONEXTERNAL AUDITING AND CORPORATE GOVERNANCEEXTERNAL AUDITOR RESPONSIBILITIESAUDITOR COMPETENCYAUDIT FAILURES AND AUDIT QUALITYPUBLIC COMPANY ACCOUNTING OVERSIGHT BOARDAUDIT COMMITTEE OVERSIGHT OF EXTERNAL AUDITORSAUDITOR INDEPENDENCECONSOLIDATION AND COMPETITION IN PUBLIC ACCOUNTING FIRMSINTEGRATED AUDIT APPROACHAUDIT OF DEFINED BENEFIT PENSIONSAUDITOR LIABILITY LIMITATION AGREEMENTSSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONPrimary ObjectivesSHAREHOLDERSINSTITUTIONAL INVESTORSMUTUAL FUNDSHEDGE FUNDSINVESTOR ACTIVISTSEMPLOYEE MONITORINGSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONLEGAL COUNSELFINANCIAL ADVISORSINVESTMENT BANKSSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONINFORMATION TECHNOLOGYCYBERCOMPANY MODELEXTENSIBLE BUSINESS REPORTING LANGUAGECONTINUOUS AUDITINGSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONTYPES OF NPOsPURPOSE AND ROLE OF NPOsPUBLIC TRUST IN NPOsGOVERNANCE OF NPOsGOVERNANCE STRUCTURE OF NPOsOVERSIGHT FUNCTION OF NPOsINTERNAL CONTROL IN NPOsSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONHISTORICAL PERSPECTIVE OF CORPORATE GOVERNANCECORPORATE GOVERNANCE: A GLOBAL PERSPECTIVECONVERGENCE IN CORPORATE GOVERNANCECORPORATE GOVERNANCE IN MULTINATIONAL CORPORATIONSSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES
INTRODUCTIONINVESTOR CONFIDENCE AND GLOBAL FINANCIAL MARKETSACCOUNTABILITY: THE NEW BUSINESS IMPERATIVESOCIAL, ENVIRONMENTAL, AND ETHICS PERFORMANCESHAREHOLDER CHALLENGING ISSUESCHALLENGES FACING DIRECTORSSOX COMPLIANCE CHALLENGESFINANCIAL REPORTING CHALLENGESEMERGING AUDITING ISSUESSUMMARYKEY TERMSREVIEW QUESTIONSDISCUSSION QUESTIONSNOTES

Content preview from Corporate Governance and Ethics

Chapter 4 Board of Directors' Roles and Responsibilities

INTRODUCTION

ROLE OF THE BOARD OF DIRECTORS

FIDUCIARY DUTIES OF THE BOARD OF DIRECTORS

BOARD COMMITTEES

BOARD MODELS

BOARD CHARACTERISTICS

BOARD SELECTION

DIRECTOR EDUCATION AND EVALUATION

BOARD ACCOUNTABILITY

EFFECTIVE CORPORATE BOARDS

INTRODUCTION

Boards of directors are elected by shareholders to oversee the managerial function. Theoretically, boards of directors exist to resolve the agency problems associated with the separation of a company's ownership controls from decision controls. Intuitively, although directors are elected to align management's interests with those of shareholders, their close association with the company's senior executives can create conflicts of interest within the boardroom. Senior executives, particularly CEOs, are motivated to take over the board by influencing the election of directors and controlling their compensation, whereas directors have the fiduciary duty to maintain their independence, monitor the CEO, and discipline the CEO for poor performance. This chapter discusses the roles and responsibilities of the board of directors in advising management on its strategic decisions without micromanaging and overseeing its actions and performance.