With the passage of the Dodd-Frank Act, the compensation committee is now endowed with almost as many regulations and disclosure requirements as the audit committee, and the nominating and governance committee is not far behind.

The Corporate Director’s Deskbook offers coverage of:

• the role and operation of boards of directors;
• internal control and disclosure control—discusses the Dodd-Frank Act and JOBS Act amendments to Sarbanes-Oxley Section 404, exempting non-accelerated filers and emerging growth companies from the Section 404(b) requirement of an independent audit of internal control over financial reporting;
• the role and operation of audit committees—includes discussion of PCAOB guidance to audit committees about how to use the information in inspection reports to evaluate either continuing or prospective auditors; also discusses PCAOB Auditing Standard No. 16, which requires the auditor to communicate certain matters regarding the audit and the financial statements to the audit committee;
• the basic requirements of the audit committee complaint system;
• the SEC’s Whistleblower Program;
• the role and operation of compensation committees—discusses specific sections of the Dodd-Frank Act that have an impact on corporate governance or executive compensation;
• compensation committee independence standards—discusses SEC final rules, which require all members of the compensation committee to satisfy independence requirements that must be established by each stock exchange, and the changes to NYSE, NASDAQ and NYSE MKT listing standards;
• compensation committee advisers—discusses SEC final rules, which focus on the compensation committee’s consideration of specific factors relating to the independence of its advisers (although independence is not required), and the changes to NYSE, NASDAQ and NYSE MKT listing standards;
• the role and operation of nominating and corporate governance committees;
• board of director risk and liability;
• an overview of the federal securities laws; and
• the primary benefits of the JOBS Act, which reduced several important burdens on going public, enhanced private companies’ ability to raise money and increased the stockholder threshold at which a company must register as a public company.

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.

The Corporate Director’s Deskbook is authored by two experts: David Hardesty, CPA, and Paul Hilton, J.D. Mr. Hardesty is a partner of Wilson Markle Stuckey Hardesty & Bott, a San Francisco Bay Area CPA firm. Mr. Hilton is a partner with Hogan Lovells LLP, an international law firm. Mr. Hilton is a Practice Group Director for the Business and Finance Group and is the co-leader of the firm’s U.S. Capital Markets and Corporate Governance practice.