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Governance, Risk Management, and Compliance: It Can't Happen to Us—Avoiding Corporate Disaster While Driving Success by Richard M. Steinberg

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Chapter 10

Boards of Directors' Focus

When the Sarbanes-Oxley Act became law, boards and audit committees scrambled to deal with the new rules, and soon after faced new exchange listing standards and related pressures from institutional investors to enhance corporate governance. You may remember efforts to update charters, develop or amend codes of conduct, and establish whistleblower procedures. You probably looked at whether your board had the right expertise, was appropriately independent, and regularly held executive sessions. You designated an audit committee financial expert, focused on the effectiveness of internal control over financial reporting, looked closely at your company's financial disclosures—including earnings releases, pro forma financial information, and guidance to analysts—codified record retention policies, and initiated board and committee assessments.

You also may have established communications channels for shareholders, posted public filings on your web sites, and accelerated filing of material events with the SEC. As a member of the board and one or more of its committees—whether audit, compensation, nominating/governance, or other—you probably focused on requirements and marketplace expectations associated with your role, attended conferences or a directors' college, and might have had a case of eye strain from reading published reports and articles on the topics of governance, compliance, ethics, and risk management.

More recently you've had to deal ...

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