Corporate Governance and Ethics

ISBN-10: 047173800X

ISBN-13: 9780471738008

Edition: 2008

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Description:

This book is the first to present a comprehensive framework of the theory and practice of corporate governance and business ethics by focusing on the four cornerstones promoted by the AACSB. Readers will quickly gain an understanding of the main themes, perspectives, frameworks, concepts, and issues pertaining to corporate governance and business ethics from historical, global, institutional, commercial, best practices, and regulatory perspectives. Additionally, there is also complete coverage of all oversight functions of corporate governance.
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Book details

List price: $149.95
Copyright year: 2008
Publisher: John Wiley & Sons, Incorporated
Publication date: 6/16/2008
Binding: Paperback
Pages: 464
Size: 7.50" wide x 9.00" long x 0.75" tall
Weight: 1.386
Language: English

Zabihollah Rezaee, CPA, CFE, CIA, is the Thompson-Hill Chair of Excellence and Professor of Accountancy at the University of Memphis. Professor Rezaee served on the Standing Advisory Group of the Public Company Accounting Oversight Board (PCAOB) and has published over 160 articles in a wide variety of accounting and business journals, including several SOX-related articles and five books.

Private Enterprise and Public Trust
The Free Market System and Business
Introduction
Primary Objectives
The Free Enterprise System and Capital Markets
Public Trust and Investor Confidence
The Role and Responsibility of Business in Society
The First Tier: Investors
The Second Tier: Creditors
The Third Tier: Others
The Role of Financial Information in the Capital Markets
Introduction to Corporate Governance
Corporate Culture and Integrity
Corporate Accountability
Introduction to Business Ethics
Classroom Implications of this Book
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Corporate Governance
Introduction
Primary Objectives
Definition of Corporate Governance
Aspects of Corporate Governance
Shareholder Aspect
Stakeholder Aspect
Integrated Aspect
Corporate Governance Structure
Corporate Governance Principles
Corporate Governance Functions
Corporate Governance Mechanisms
Sources of Corporate Governance
Corporate Laws
The Federal Securities Laws
Listing Standards
Best Practices
Corporate Governance Reforms
Sarbanes-Oxley Act of 2002
Corporate Governance Rating
Corporate Governance Reporting
Global Convergence in Corporate Governance
Differences between U.S. and European Models of Corporate Governance
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Introduction to Business Ethics
Introduction
Primary Objectives
Ethical Theories
Ethics in the Workplace
Business Ethics
Corporate Culture
Incentives
Opportunity
Choices
Triangle of Business Ethics
Ethics Sensitivity
Ethics Incentives
Ethical Behavior
SEC Rules on Corporate Code of Ethics
Listing Standards
Ethics Teaching in Business Schools
Ethics in Institutions of Higher Education
Professional Ethics
Reporting Business Ethics and Conduct
Financial Reporting Integrity
Organizational Drivers of Integrity in Reporting
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Roles and Responsibilities of Corporate Governance Participants
Board of Directors' Roles and Responsibilities
Introduction
Primary Objectives
Role of the Board of Directors
Fiduciary Duties of the Board of Directors
Duty of Due Care
Duty of Loyalty
Duty of Good Faith
Duty to Promote Success
Duty to Exercise Diligence, Independent Judgment, and Skill
Duty to Avoid Conflicts of Interest
Fiduciary Duties and Business Judgment Rules
Board Committees
Audit Committee
Compensation Committee
Governance Committee
Nominating Committee
Disclosure Committees
Special Committee
Board Models
One-Tier Board Model
Two-Tier Board Model
Modern Board Model
Board Characteristics
Board Leadership
CEO Duality
Lead Director
Board Composition
Board Authority
Responsibilities
Resources
Board Independence
Director Compensation
Board Selection
Director Education and Evaluation
Board Accountability
Effective Corporate Boards
Director Liability
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Board Committee Roles and Responsibilities
Introduction
Primary Objectives
Relevance of Board Committees
Audit Committee
Definition of the Audit Committee
Audit Committee Relationships with Other Corporate Governance Participants
Historical Perspectives on Audit Committees
Audit Committee Principles
Audit Committee Composition
Audit Committee Size
Audit Committee Independence
Member Qualifications
Audit Committee Authority/Resources
Audit Committee Responsibility
Audit Committee Meetings
Audit Committee Agenda
Audit Committee Reporting
Legal Liability of Audit Committees
Evaluation of Audit Committee Effectiveness
Audit Committee Evaluation of External Auditors
Compensation Committee
Structure
Responsibilities
Proxy Statement Disclosure
Compensation Committee Responsibilities
Corporate Governance Committee
Responsibilities of the Corporate Governance Committee
Corporate Governance Reporting/Disclosures
Nominating Committee
Responsibilities of the Nominating Committee
Selection, Nomination, and Election of New Directors
Election of Directors
Reelection of Incumbent Directors
Succession Planning Process
Nominating Committee Disclosures
Other Board Standing Committees
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Roles and Responsibilities of Management
Introduction
Primary Objectives
Management Responsibilities
Operating Process
Financial Reporting Process
Compliance Process
Corporate Officers
Chief Executive Officer
Chief Financial Officer
Corporate Development Officer
Chief Risk Officer
Chief Internal Control Officer
Executive Compensation
Components of Executive Compensation
Executive Compensation Disclosure
Financial Reporting Requirements
Small Reporting Companies
Financial Reporting Challenges
Off Balance Sheet Arrangements Disclosures
Aggregate Contractual Commitments
Disclosure of Critical Accounting Policies
Initial Adoption of Accounting Policies
Disclosure of Changes in Existing Accounting Policies
Acceleration of Periodic Report Filing Dates and Real-Time Disclosures
Non-GAAP Financial Measures
Voluntary Changes in Accounting Policies
Accounting Pensions and Other Postemployment Benefits
Principles-Based versus Rules-Based Accounting Standards
Conceptual Framework for Financial Reporting
Earnings Management
Financial Restatements
Convergence in Financial Reporting
Internal Control Reporting and Executive Certifications
Internal Control Over Financial Reporting
Internal Control Evaluations
Section 404 Costs
Benefits of Section 404 Compliance
Sustainable Section 404 Compliance
SEC Interpretive Guidance on ICFR
Adequacy
Effectiveness
Entity-Level Controls
Ongoing Monitoring
Fraud Risk Considerations
Amendments to SEC Rules
Enterprise Risk Management
Tax Accounting
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Regulatory Bodies, Standard Setters, and Best Practices
Introduction
Primary Objectives
Regulations
The Sarbanes-Oxley Act of 2002
Corporate Governance Provisions
Financial Reporting Provisions
Audit Function Provisions
Enforcement of Federal Securities Laws
Provisions Addressing Conduct of Other Individuals
Evaluation of the Sarbanes-Oxley Act
Global Reach of SOX
Securities and Exchange Commission
SEC Activities
Public Company Accounting Oversight Board
PCAOB Responsibilities
PCAOB Standard-Setting Process
Federal Sentencing Guidelines for Organizations
American Institute of Certified Public Accountants
AICPA Roles in the Post-SOX Era
Financial Accounting Standards Board
Government Accounting Standards Board
International Federation of Accountants
Committee of European Securities Regulators
State Influence on Corporate Governance
Corporate Governance and Courts
Corporate Governance and Self-Regulatory Organizations
Best Practices
The Conference Board
American Law Institute
American Bar Association
Institutional Investors
Council of Institutional Investors
National Association of Corporate Directors
Business Roundtable
Public Pension Funds
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Internal Auditors' Roles and Responsibilities
Introduction
Primary Objectives
Internal Auditing Function and Corporate Governance
Internal Auditors as Assurance Providers
Internal Auditors as Consultants
Trend and Relevance of Internal Auditors
Authorities and Responsibilities of Internal Auditors
Authority
Responsibility
Internal Audit Outsourcing
Audit Committee Relationship with Internal Auditor
Internal Auditors' Role in Internal Control
Institute of Internal Auditors
Determinants of Effective Internal Audit
Best Practices
Internal Audit Performance
Internal Audit Framework
Internal Auditing Education
The Internal Audit Opinion on Internal Controls
Summary
Key Terms
Review Questions
Discussion Questions
Notes
External Auditors' Roles and Responsibilities
Introduction
Primary Objectives
External Auditing and Corporate Governance
External Auditor Responsibilities
Auditor Competency
Audit Failures and Audit Quality
Public Company Accounting Oversight Board
Registration and Inspection of Public Accounting Firms
PCAOB Auditing Standards
PCAOB Enforcement Investigations
Audit Committee Oversight of External Auditors
Appointment, Compensation, and Retention of Auditors
Preapproval of Audit Services and Permissible Nonaudit Services
Review of Independent Auditor Plan for the Integrated Audit
Review and Discussion of Financial Reports
Monitoring the Auditor's Independence
Auditor Rotation Requirement
Independent Auditor Communication with the Audit Committee
Auditor Independence
Consolidation and Competition in Public Accounting Firms
Integrated Audit Approach
Audit Strategy
Audit of Defined Benefit Pensions
Auditor Liability Limitation Agreements
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Stakeholders' Roles and Responsibilities
Introduction
Primary Objectives
Shareholders
Shareholder Monitoring
Shareholder Proxy Process
Security Class Actions
Institutional Investors
Institutional Investors' Monitoring
Governance of Institutional Investors
Mutual Funds
Improving the Oversight Function
Chief Compliance Officer
Code of Ethics
Hedge Funds
Investor Activists
Employee Monitoring
Employee Ownership
Employee Roles in Corporate Governance
Employee Class Actions
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Roles and Responsibilities of Other Corporate Governance Participants
Introduction
Primary Objectives
Legal Counsel
Communication with Legal Counsel
SEC Rules of Professional Conduct for Lawyers
Responsibilities of Legal Counsel
Financial Advisors
Securities Analysts
Information Flow
Analyst Conduct
Corporate Communication and Access
Reviewing Analyst Reports or Models
Issuer-Paid Research Reports
Investment Banks
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Contemporary Issues in Business Ethics and Corporate Governance
Technology and Corporate Governance
Introduction
Primary Objectives
Information Technology
Cybercompany Model
Electronic Communication with Shareholders
Electronic Commerce
Electronic Financial Reporting
Extensible Business Reporting Language
Costs and Benefits of XBRL
XBRL Application
Future of XBRL
Continuous Auditing
Technology Solutions
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Corporate Governance in Private and Not-for-Profit Organizations
Introduction
Primary Objectives
Types of NPOs
State and Local Governments
Health Care Organizations
Colleges and Universities
Charitable Organizations
Purpose and Role of NPOs
Public Trust in NPOs
Governance of NPOs
Governance of Institutions of Higher Education
Ethics in Institutions of Higher Education
Applicability of Corporate Governance Reforms to Private Companies and NPOs
Governance Structure of NPOs
Governance Principles
Governance Mechanisms
Oversight Function of NPOs
Duties of the Board of Directors/Trustees
Board Committees
Responsibilities of the Board of Directors/Trustees
Attributes of Board Members
Audit Committees of NPOs
Best Practices
Internal Control in NPOs
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Corporate Governance in Transition
Introduction
Primary Objectives
Historical Perspective of Corporate Governance
Corporate Governance: A Global Perspective
Corporate Governance in the United States
Corporate Governance in the United Kingdom
Corporate Governance in Germany
Corporate Governance in Japan
Corporate Governance in Other Countries
Convergence in Corporate Governance
Corporate Governance in Multinational Corporations
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Emerging Issues in Corporate Governance
Introduction
Primary Objectives
Investor Confidence and Global Financial Markets
Global Financial Markets
Global Corporate Governance
Corporate Governance Reporting
Accountability: The New Business Imperative
Social, Environmental, and Ethics Performance
Corporate Social Responsibility
Environmental Performance
Ethics Performance
Shareholder Challenging Issues
Nomination Process
Voting System
Proxy Statements
Challenges Facing Directors
Director Accountability and Personal Liability
Separation of the Chairperson of the Board and CEO Roles
Director Compensation and Stock Ownership
Executive Compensation
Unresolved Director Issues
SOX Compliance Challenges
Financial Reporting Challenges
Financial Restatements
Enhanced Business Reporting
Stock Options Accounting
Antifraud Program and Practices
Global Financial Reporting Standards
Future of Financial Reporting
Pension and OPEB Plans Accounting
The Use of Derivatives Speculation
Enterprise Risk Management
XBRL-Generated Financial Reports
Emerging Auditing Issues
Auditor Independence
Auditor Changes
Engagement Letters
Audit Failure
Integrated Audit Approach
Concentration of and Competition in Public Accounting Firms
Continuous Auditing
Confirmations
Audit Report
Auditor Liability
Audit Implications of Convergence to IFRS
Summary
Key Terms
Review Questions
Discussion Questions
Notes
Index
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