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Sarbanes Oxley
Training and Presentations for the Board of Directors
After the Sarbanes Oxley Act there is a lot of discussion in the
corporate world about the new liabilities of the CEOs and the CFOs.
Today we understand that many organizations have underestimated
the vital role of he board of directors. The board has the
obligation to understand, to evaluate, to exercise oversight, to
review and approve corporate actions. More than ever,
organizations need directors who are aware of the risks and
prepared to take on the duties and functions of the boardroom. After a legal action, the directors have to provide evidence that they have exercised due diligence. They have to provide evidence that they made informed decisions, that they had learned all material information before making a business decision (there is "good faith" only in case of an informed decision). Risks to serving directors have risen exponentially after the new Basel Capital Accord, the US Sarbanes Oxley Act, the European Sarbanes Oxley (8th Company Law Directive, E-SOX), the Japanese Sarbanes Oxley (Financial Instruments and Exchange Law, J-SOX), the European Union's Financial Services Action Plan (FSAP) that includes MiFID (Markets in Financial Services Directive, and so many other Acts, Directives, Regulations. The members of the board have to understand the new environment and the new responsibilities in order to protect their reputation and wealth and their organization. They have to be aware of the risks and to perform their duties according to the highest principles and implementation practices. To learn more you may visit www.board-of-directors-compliance-training.com -------------------------------------------------------------------------------------------------------------------------------- Section 302 and Section 906 - CEO and CFO financial statement and certifications Section 303 - Improper influence on conduct of audits Section 304 - If there is a material restatement of an issuer’s reported financial results due to the material noncompliance of the company, as a result of misconduct, the CEO and CFO shall reimburse the issuer for any bonus or incentive or equity-based compensation received within the 12 months following the filing with the financial statements subsequently required to be restated Section 306 - Prohibition on insider transactions during pension fund blackout periods Section 307 - Audit Committee or committee of independent directors may have to consider attorney’s reports regarding material violations of securities law, breach of fiduciary duty or similar violations Section 402 - Prohibition on personal loans to executive officers and directors of the issuer, subject to limited exceptions Section 406 - Disclosure whether the issuer has a code of ethics for senior financial officers, and if so, of any determination to change or waive the code Section 407 - Board designation and disclosure of audit committee financial expert Sarbanes-Oxley defines “audit committee” for purposes of the Act and the Exchange Act as: “a committee (or equivalent body) established by and amongst the board of directors of an issuer for purposes of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer; and …if no such committee exists with respect to an issuer, the entire board of directors of the issuer” --------------------------------------------------------------------------------------------------------------------------------- Training for the Board of Directors 1. The US Sarbanes-Oxley Act and the Board of Directors The US Sarbanes-Oxley Act - training and presentations for the Board of Directors, please click here www.board-of-directors-compliance-training.com/Sarbanes_Oxley_Training_Board_Directors.htm 2. The Basel ii Accord and the Board of Directors Basel ii - training and presentations for the Board of Directors, you may visit www.basel-ii-board-directors.com 3. The European Union's Financial Services Action Plan (FSAP) and the Board of Directors The European Union's Financial Services Action Plan - training and presentations for the Board of www.board-of-directors-compliance-training.com/FSAP_Training_Board_Directors.htm 4. The 8th Company Law Directive (European Sarbanes Oxley, E-SOX) and the Board of Directors The 8th Company Law Directive - training and presentations for the Board of Directors, please click here www.board-of-directors-compliance-training.com/ESOX_Training_Board_Directors.htm 5. The Markets in Financial Services Directive (MiFID) and the Board of Directors MiFID - training and presentations for the Board of Directors, you may visit www.mifid-board-directors.com 6. The Financial Instruments and Exchange Law (Japanese Sarbanes-Oxley, J-SOX) and the Board of Directors The Financial Instruments and Exchange Law - training and presentations for the Board of Directors, please click here www.board-of-directors-compliance-training.com/JSOX_Training_Board_Directors.htm 7. Training for the Risk Committee The Risk Committee must exercise oversight, and must provide evidence about it. Please visit www.risk-committee.com and www.risk-committee-training.com --------------------------------------------------------------------------------------------------------------------------------- |
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