Designed to help nonprofit board members and senior staff, "The six books address all of the fundamental elements of service common to most boards, including board member responsibilities, how to structure the board in the most efficient manner, and how to accomplish governance work in the spirit of the mission of the organization."--Pg. 2 of Book 1
The Corporate Director's Guidebook is recognized as the premier authority on the director's role and the board's functions. It is read, consulted and cited by board members, executives, lawyers and academics nationwide. Now available as a new Fifth Edition, the Guidebook completely updates its fourth edition published in 2004. This new Fifth Edition addresses recent effects the Sarbanes-Oxley Act has had in the corporate governance arena and its impact on the legal responsibilities of directors of public companies.
The Office of the Comptroller of the Currency (OCC) charters, regulates, and supervises all national banks and federal savings associations (collectively, banks), as well as federal branches and agencies of foreign banks. In regulating banks, the OCC has the power to:* examine the banks.* approve or deny applications for new charters, branches, capital, or otherchanges in corporate or banking structure.* take supervisory actions against banks that do not comply with lawsand regulations or that otherwise engage in unsafe or unsound practices.The OCC also can remove officers and directors, negotiate agreementsto change banking practices, and issue cease-and-desist (C&D) orders aswell as civil money penalties (CMP).* issue rules and regulations, legal interpretations, and corporate decisionsgoverning investments, lending, and other activities.Boards of directors play critical roles in the successful operation of banks. The OCC recognizes the challenges facing bank directors. The Director's Book: Role of Directors for National Banks and Federal Savings Associations helps directors fulfill their responsibilities in a prudent manner. This book provides an overview of the OCC, outlines directors' responsibilities as well as management's role, explains basic concepts and standards for safe and sound operation of banks, and delineates laws and regulations that apply to banks. To better understand a particular bank activity and its associated risks, directors should refer to the Comptroller's Handbook booklets, including the "Corporate and Risk Governance" booklet. For information generally found in board reports, including "red flags"--ratios or trends that may signal existing or potential problems--directors should refer to Detecting Red Flags in Board Reports: A Guide for Directors..
This book examines such topics as: the risks officers and directors face, derivative and class actions, and when a corporation is required--or allowed-- to provide indemnification.
In recent years several cases concerning the liability of directors and officers have courted controversy. Arguments raised in such discussions oscillate between two extremes: on the one hand, the need for governing bodies to give a space to entrepreneurial discretion and on the other hand to ensure the protection of investors in and creditors of a company from the consequences of disadvantageous decisions by those bodies. In light of the geographical dispersal of the above stakeholders, the study offers a comparative insight into the liability of directors and officers in 10 key European jurisdictions (in particular, Austria, Czech Republic, Germany, Italy, the Netherlands, Norway, Poland, Spain and Switzerland) and 4 non-European jurisdictions (namely Brazil, Israel, Turkey and the United States). Amongst other things it investigates existing company law principles on the topic and examines their interaction with tort law and other fields with a view to suggesting principles for better stakeholder protection. National reports are complemented by an economic analysis and insurance, conflict of laws and comparative reports. The study also benefits from case study analyses.