Author Description

"This book provides practical guidance to corporate directors in meeting their responsibilities. The focus is on the role of the individual director in the context of the duties and functions of the board and its key committees: audit, nominating and governance, and compensation. This authoritative guide will help directors effectively fulfill their duties to the corporation. Relevant to all corporate directors, this eighth edition explores the role of directors in the ever-evolving area of engagement between a corporation and its shareholders. Director decisions and oversight responsibilities continue to be subject to a significant level of public and shareholder scrutiny. To help directors engage in effective oversight and decision-making processes, as well as effectively fulfill their duties to the corporation, this eighth edition covers: Joining a board--evaluation, expectations, and your contributions; Duties of the corporate director, including special situations and under the federal securities laws; Director rights and duties, including the allocation of rights and duties among directors, shareholders, and management; How boards and board committees are structured and operate; Risk oversight and compliance; Board composition, diversity, skills, and compensation; The role and operations of the audit, compensation, and nominating governance committees; Relationship between the board and shareholders; Fiduciary duties with respect to the mergers and acquisitions and defensive actions"--