• Sarbanes-Oxley Act sections, revised listing standards for the stock exchanges, and recent court actions that affect boards of directors.
• The role and operation of boards of directors,;
• Director qualifications and independence;
• Internal control and disclosure control, including sample reports on internal control over financial reporting, questions for the board to pose when a material weakness is found, and discussion of initiatives underway to provide additional Section 404 guidance;
• The role and operation of audit committees, including excerpts from actual public company charters;
• The basic requirements of the audit committee whistleblower system;
• The role and operation of compensation committees, including discussion of executive compensation rules and compliance issues relating to stock options backdating;
• The role and operation of nominating and corporate governance committees;
• The role and operation of qualified legal compliance committees;
• Up-the-ladder reporting by attorneys, including discussion of actions against lawyers for failure to take appropriate action to comply with securities laws; and
• Board of director risk and liability.

Numerous checklists and sample forms are included throughout the book, and an Appendix provides a “Compendium of Board Documents” that will assist new and existing directors in performing their duties.