Praise for Corporate Governance Best Practices
‘A thorough and thoughtful guidebook on the governance lay of the
land.’
-Professor Charles M. Elson, Woolard Chair in Corporate Governance
and Director of Weinberg Center for Corporate Governance,
University of Delaware
‘Frederick Lipman provides a comprehensive approach to best
corporate governance practices for all organizations, which is
current, thoughtful, and practical. Directors and corporate
governance personnel of public, private, and not-for-profit
organizations must read this book.’
-Professor Raphael H. Amit, Director of Goergen Entrepreneurial
Management Program, Wharton School of Business
‘Fred Lipman is considered by many directors and CEOs to be the
preeminent expert on corporate governance in the country. His
advice on this important topic, which impacts the boards of all
types of organizations-public, private, and not-for-profit-is
required reading in this day and age.’
-Frederick (Ted) Peters, Chairman and Chief Executive Officer, Bryn
Mawr Bank Corporation (aka The Bryn Mawr Trust Company)
‘Boards of directors must be aware of best corporate governance
practices in order to be effective in their oversight role and that
is true for all not-for-profit organizations, including
universities, as well as public and private companies. Frederick
Lipman has authored a practical and comprehensive guide to ‘best
practices’ for all boards of directors, which is required
reading.’
-George P. Tsetsekos, Ph D, Dean, Bennett S. Le Bow College of
Business, Drexel University
‘In a world of ‘good, ‘ ‘better, ‘ ‘best, ‘ where ‘good’ and ‘better’
may not be good enough, Fred Lipman’s new book is a
straightforward, and even comforting, compendium of BEST governance
practices for serious directors. It is a handy and reassuring tool
for the conscientious.’
-Allen R. Freedman, Audit Committee Chairman, Stone Mor Partners
LP, Founding Director, Association of Audit Committee Members
Inhoudsopgave
Preface.
Acknowledgments.
PART I: BEST PRACTICES FOR ALL ORGANIZATIONS.
1. Why Is Corporate Governance Important?
2. Summary of Major Corporate Governance Principles and Best
Practices.
3. Best Practices to Monitor Risk in Different Organizational
Departments.
4. Monitoring and Changing the Corporate Culture.
5. The Internal Audit Function.
6. Compensation Committees of Public, Private, and
Not-for-Profit Organizations.
7. Other Committees.
8. Independent Directors and Their Committees.
PART II: INFORMATION TECHNOLOGY CORPORATE GOVERNANCE.
9. IT Content: Best Corporate Governance Practices.
10. IT Security Best Corporate Governance Practices.
PART III: THE PUBLIC COMPANY AUDIT COMMITTEE.
11. Who Can Qualify for a Public Company Audit Committee?
12. Public Company Audit Committee: Personal Liability of Audit
Committee Members.
13. Minimum Responsibilities of Public Company Audit
Committees.
14. Other Public Company Audit Committee Functions.
15. 30 Best Practice Considerations for the Public Company Audit
Committee.
16. Who Is an Independent Auditor?
PART IV: PRIVATE AND NOT-FOR-PROFIT ORGANIZATIONS.
17. Corporate Governance for Family-Owned and Other Private
Businesses.
18. Corporate Governance for Not-for-Profit Organizations.
PART V: APPENDIXES.
A: Summary of Sarbanes-Oxley Act of 2002.
B: Risk Assessment Chart under Auditing Standard No. 2.
C: ‘Uncooking the Books: How Three Unlikely Sleuths
Discovered Fraud at World Com.’
D: Suggested Corporate Governance Web Site Resources.
Index.
Over de auteur
FREDERICK D. LIPMAN is a partner with the law firm of Blank
Rome LLP in Philadelphia. He was a lecturer in the MBA program at
the Wharton School of Business and at the University of
Pennsylvania Law School and has more than forty years of experience
in the areas of corporate governance, mergers and acquisitions,
private equity, and IPOs. He is the President of the Association of
Audit Committee Members, Inc., and has appeared on television
programs on CNBC, CNN, and Bloomberg as a
national commentator on initial public offerings, venture capital,
mergers and acquisitions, and stock options. He is also the author
of Valuing Your Business: Strategies to Maximize the Sale
Price (Wiley) and Audit Committees.
L. KEITH LIPMAN lectures nationally on management of
information and technology subjects and is a member of the product
management team at Interwoven, one of the world’s fifty largest
software companies and a leading provider of enterprise content
management solutions. He holds both an MBA degree and a law
degree.
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