Some months ago Coca-Cola announced a new pay method for its directors. I had planned to devote a column then, while it was hot news, but as other events took priority I decided it might be useful to wait a while and see what further reaction would ensue in the business community. Well, since the […]
Richard M. Steinberg
Posted inInternal Controls
The New COSO Guidance: Wisdom For All
COSO—the Committee of Sponsoring Organizations of the Treadway Commission—recently released its long-awaited internal control guidance for small business. The new document is designed to help non-accelerated filers and other companies reduce the burdensome costs that have been or would be incurred in dealing with Section 404 of Sarbanes-Oxley. Before we get into how the guidance […]
Posted inInternal Controls
And They Say 404 Simply Won’t Stop Fraud …
While thinking about possible topics for this month’s column, an inspiration came to me out of the blue—or rather, from cyberspace. The following email appeared on my screen commenting on my July column (published June 20 electronically). By the way, I include the writer’s first two sentences only for the sake of completeness and full […]
Posted inInternal Controls
Getting Things Right On Section 404
As we hear or read about what’s good and bad with Sarbanes-Oxley Section 404, there seem to be almost as many viewpoints as observers. Virtually everyone believes he or she has the right “fix” for what’s wrong with the well-intentioned law, and its requirements that management assess and report on the company’s internal control system, […]
Posted inBoards & Shareholders
Chairman vs. CEO: Empowering Leaders Wisely
A recent New York Times headline caught my eye: “Fewer chiefs also serving as chairmen.” The article goes on to say that Disney made the break, as did Fannie Mae, Hewlett-Packard and Dell, and now the number of S&P companies with a separate chair and CEO has moved up from 21 percent five years ago […]
Posted inFrom the Archive
Implementing ERM: How To Get It Right
There’s much discussion in boardrooms and executive offices these days about enterprise risk management. Certainly, general counsels, compliance officers and internal auditors are among those actively considering whether and how to move forward with some form of risk management. Of course, many large financial institutions have long had enterprise-wide risk management programs, focusing on interest […]
Posted inInternal Controls
Grasping At The “Holy Grail” Of Governance
The title of this piece puts on the pressure to produce a truly meaningful column. Hopefully after reading it, you and your fellow readers will conclude that “Holy Grail” is not too much of an overstatement. Clearly, boards of directors, managements and shareholders agree on one thing: the primary goal of a corporation is to […]
Posted inInternal Controls
Will 404 Really Prevent Financial Reporting Fraud?
Last month we looked at the benefits and related costs of Sarbanes-Oxley, with a skeptical eye on whether section 404 really makes sense. While I believe the column to be thoughtful and insightful, at least one reader feels that I just don’t get it. He writes: “I agreed totally with your statement when you concluded […]
Posted inInternal Controls
Examining Section 404, With Two Years Of Hindsight
Nothing seems to generate more passionate reaction in the business world these days than the Sarbanes-Oxley Act. And nothing gets emotions churning quite like the now-famous internal control provisions of the Act, known ubiquitously as Section 404. There’s always a chance the rules will change. Not long ago, for example, Securities and Exchange Commission Chairman […]
Posted inBoards & Shareholders
2006 Holiday Wish List For Corporate Boards Of Directors
As I curl up with a mug of hot chocolate—OK, it’s a gin and tonic—and feel the warmth of the fire, I find myself in the holiday spirit. The kids’ gifts are ready, there’s a decent football game on television, and I’m mostly content. Mostly. Call it a personality defect: At times of tranquility, my […]
