The Board of Directors and Audit Committee Guide to Fiduciary Responsibilities

INTRODUCTION

IN THE WAKE of the 2001 collapses of Enron, WorldCom, and Arthur Andersen, professionals, lawmakers, and stakeholders alike turned their focus to issues such as corporate governance, accountability, and transparency, pushing C-suite executives, managers, and board members to more closely scrutinize the inner workings of businesses. In the decade since, however, corporate malfeasance has remained in the headlines, with attention-grabbing collapses of such corporate stalwarts as Lehman Brothers, which in 2008 accounted for the largest bankruptcy in U.S. history—and nearly brought down the entire U.S. economy.

According to the 2011 Performance and Accountability Report by the U.S. Securities and Exchange Commission (SEC), the SEC filed ...