Boards & Shareholders

According to a two-and-a-half year study conducted at the Robert H. Smith School of Business at the University of Maryland, firms that violate accounting rules are more likely than their peers to provide extravagant stock options to their CEOs, to have history of making numerous acquisitions, and to have younger CEOs. The study looked at […]

Though a recent joint survey from the ACCA and NACD trumped “significant agreement” about who bears responsibility for recent governance scandals, buried deep within the statistics were some eyebrow-raising insights into a possible disconnect between the expectations and perceptions of corporate directors towards in-house counsel. According to the numbers, the lawyers are either under-appreciated, or […]

The shortage of qualified board candidates and a stronger corporate governance environment have prompted nearly 60 percent of companies to change some aspect of their outside board of director compensation in 2003, according to Hewitt Associates. Hewitt surveyed 187 companies nationwide (with median revenues of $3.7 billion) in its “Timely Topic Study on U.S. Board […]

The Sarbanes-Oxley Act and SEC rulemaking have placed a duty on public companies to determine if their audit committees contain a financial expert and disclose this in their financial statements. If a company decides that its audit committee does not have at least one financial expert, the firm must tell investors the reasons why. Companies […]

As reported in previous editions of Compliance Week, companies are reporting higher D&O premiums as insurers increase their rates to match executives’ increased liability with the SOX certification requirement. Mark Miller, a Washington D.C.-based partner at law firm Greenberg Traurig, told CW last year that “costs are going up drastically, and Sarbanes-Oxley is the catalyst.” […]

Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end the following: (m) STANDARDS RELATING TO AUDIT COMMITTEES- (1) COMMISSION RULES- (A) IN GENERAL- Effective not later than 270 days after the date of enactment of this subsection, the Commission shall, by rule, direct the national […]

The SEC voted on April 1 to adopt rules that would force the national exchanges and associations to delist any company that is not in compliance with the audit committee requirements established by the Sarbanes-Oxley Act of 2002. The new rules and amendments implement the requirements of Section 10A(m)(1) of the Securities Exchange Act of […]

On March 26, the SEC made a technical correction to the rules implementing Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 by requiring disclosures regarding audit committee financial experts and codes of ethics. On January 23, 2003, the Commission adopted rules that require disclosure of whether a company has an audit committee financial […]

Pursuant to Section 407 of Sarbanes-Oxley, public companies will be required to annually disclose whether they have at least one “audit committee financial expert” on their audit committee, and if so, to disclose the name of that expert and whether the expert is independent of management. The rules define an “audit committee financial expert” as […]

In response to the plethora of corporate failures in the past two years, new legislation adopted by Congress and subsequent SEC regulations have placed greater responsibility on the board of directors. And in fulfilling these new responsibilities, boards are expected to oversee corporate ethics and governance, as well as compliance. But in many cases, boards […]