Fraud Prevention and Detection

CONTENTS

x

Duties and Responsibilities of a Board of Directors 146

Good Governance and Tone at the Top 148

Structure and Reliable Decision- Making Processes 151

Accountability and Transparency 151

Conclusion 151

14 The Board of Directors and Its Responsibility to Safeguard

the Organization 153

Introduction 153

Governance Structures 153

Directors’ Duties and Responsibilities 154

Common Law and Civil Law Systems 156

Corporate Law—United States 158

Corporate Law—Canada 159

Corporate Law—European Union 161

Duty of Care, Diligence, and Skill 161

Roles and Responsibilities in Practice 162

Due Diligence in Oversight Role 163

Internal Control over Financial Reporting 165

Fraud and Compliance Controls 167

High- Risk Procurement and Sales Contracts