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SARBANES-OXLEY AND THE BOARD OF DIRECTORS: TECHNIQUES AND BEST PRACTICES FOR CORPORATE

GOVERNANCE

Preface. Acknowledgments. Chapter 1: A Sturdy Framework. PART I: GOVERNANCE FACTOR I. Building a Strong Foundation. Chapter 2: Making of a Governance Revolution. Regulatory Development in the United States. Relative Maturity of Worldwide Governance. Chapter 3: Board Basics. Independence Is the Key. Board Size Matters. Committees: Source of Functional Support. The Imperial CEO. Director Development. Chapter 4: Dealing with Your Liability Up Front. Business Judgment Bunker. Next Line of Defense: Indemnity and Insurance. Reputation: A Priceless Asset. PART II: GOVERNANCE FACTOR II. Organize to Lead. Chapter 5: Minding the Numbers: The Audit Committee. A Strong Constitution: The Audit Committee Charter. Your Financial Experts.

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Listen to the Whiners. Managing the Auditors. Red Flags of Financial Reporting. Internal Control: Six Smart Precertification Steps. Chapter 6: How Much Is Fair?: The Compensation Committee. Designing the Plan. Unspoken Cost: Stock Options. Piecework: Transaction Compensation. Danger of Oversized Parachutes. Measuring Performance. Unwanted Incentives. Tell Us about Your Shareholder Equity Plan. The Fight Is On! Chapter 7: Keeping It Clean: The Corporate Governance/Nominating Committee. Governing the Board. Setting the Rules. Evaluating the Board. And the Directors. And the CEO. Next! Succession Planning. Finding That Perfect Director. Is the Strategy Still Valid? Chapter 8: Other Committees to Have and to Avoid. Where Have All of the Executive Committees Gone?

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Reemergence of Finance Committees. When Public Policy, Safety, and Research Are Drivers. Addressing Special Occasions. PART III: GOVERNANCE FACTOR III. Insist on High Standards. Chapter 9: Hard Work of Building Corporate Values. What We Stand For: Statement of Corporate Values. Establishing Behavioral Boundaries. Reporting Bad Behaviors. Rewarding the Good. Learning to Communicate Openly. Chapter 10: Healthy Board Dynamics. Deciding Who We Are and How We Will Operate. Coveted Culture. Wanting to Be Engaged. Informed and Proud of It. In the Spirit of Independence. Talking Frankly: Executive Sessions. Balance the Board. Insist on the Best and the Brightest. Final Decision. PART IV: GOVERNANCE FACTOR IV. Let Them Know You Are Watching. Chapter 11: Art of Oversight. Business Perspective: Monitoring Operations.

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Risk Perspective: Monitoring Threats and Dangers. Compliance Perspective: Monitoring Management. Chapter 12: Hostile Activities. Repelling Sharks. Staggering Boards. Ingesting Poison Pills. Voting Confidentially. Antishareholder Provisions. PART V: GOVERNANCE FACTOR V. Communicating Clearly. Chapter 13: Speaking to the Crowd. Importance of Managing Integrity. Disclosing Operating Weakness. Responding to Regulatory Scrutiny. Shareholder Activists: The Emerging Marker. What Not to Do. Damage Control. Chapter 14: Required Communications. Perfecting Event Reporting. Other New Reporting Requirements. OTHER USEFUL ADVICE AND CONCLUSIONS. Chapter 15: Big Money, Little Money, No Money. The Moneymakers. Not-for-Profit Boards. Serving on Advisory Boards.

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A Word about Small Public Companies. Chapter 16: A Call to Service. Appendix A: GMI Corporate Governance Ratings. Appendix B: General Motors Corporation: Audit Committee of the Board of Directors Charter. Appendix C: Board Evaluation Tool: NACD Sample Board Self-Assessment Questionnaire. Appendix D: Champion Enterprises, Inc. CEO Evaluation. Appendix E: Statement of Values: Johnson & Johnson Credo. Appendix F: TIAA-CREF Principles for Fund Governance and Practices. Index.