The Board of Directors and Audit Committee Guide to Fiduciary Responsibilities: Ten Critical Steps to Protecting Yourself and Your Organization - Hardcover

Über die Autorinnen und Autoren

SHEILA MORAN, CPA, CFE is CFO at Professional Power Products and serves on the faculty of the Association of Certified Fraud Examiners.

RONALD KRAL, CPA, CMA, CGMA is managing partner at public accounting firm, Candela Solutions LLC.

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Over one million people serve on boards and audit committees in the United States alone. But huge risks come with these coveted jobs. SEC scrutiny is at an all-time high, with boards and audit committees now held liable for acts of fraud and other corporate malfeasance—even if they had no knowledge of wrongdoing in the organization.

This essential guide mitigates the risks and dramatically increases the effectiveness of boards and audit committees by uncovering 10 crucial steps every governing body must take, including:

• Cultivate independence and banish conflict-of-interest problems

• Build an effective, financially literate team

• Direct the external audit, from hiring to termination

• Scrutinize financial statements and conduct “walk the halls” tours

• Leverage internal audit activities (including surprise audits) and independent sources

• Satisfy regulators and build strong stakeholder relationships

• Address risk proactively, identifying and addressing organizational vulnerabilities

• Spearhead fraud-deterrence initiatives, including inexpensive but effective whistle-blower hotlines and ethics training

Comprehensive and practical, the book streamlines the voluminous, highly technical literature typically available to board directors, simplifying complex corporate governance standards and supplying concrete action steps. It’s the one book you need to ably fulfill the complex requirements of board service, while protecting yourself and your organization.

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Landing a board directorship is a significant career milestone. But beware: It can unexpectedly strike a blow to your reputation and finances.

Did you know that board members can be sued if the organization’s managers break the law? They can be sued for perceived inactions as well, such as failing to spot the red flags of waste and abuse. Many unsuspecting directors don’t realize the risks they’re facing, even as regulators and disgruntled shareholders accelerate their efforts to hold directors personally accountable.

The Board of Directors and Audit Committee Guide to Fiduciary Responsibilities is a straightforward, easy-to-read action manual for ensuring stellar board stewardship—and protecting yourself from liability in the process. Whether the organization is public or private, for-profit or nonprofit, this essential guide walks you through 10 major steps and 40 key action items for ensuring strong, high-functioning boards and audit committees. You’ll learn to:

• Satisfy regulatory and legal expectations of board service

Direct both internal and external auditors

• Identify the leading financial reporting distortions

• Build an independent team for your board or audit committee

• Ask the right questions before accepting an invitation to join

• Reduce organizational exposure to adverse events through risk-management and fraud-deterrence activities

• Prepare for bad news with a crisis media action plan

• Balance stakeholder interests concerning executive compensation and employee relations

• And much more

A long string of financial wrongdoing—from the Enron and WorldCom debacles of 2001 and 2002 to the 2008 collapse of Lehman Brothers—has propelled the SEC to increase enforcement actions, resulting in billions of dollars in penalties. Board members and audit committees must effectively address their fiduciary responsibilities—or suffer potentially severe consequences. This book delivers the clear, step-by-step guidance needed for mitigating risks and building a culture of transparency and accountability.

Sheila Moran, CPA, CFE, is CFO at Professional Power Products, Inc., and serves on the faculty of the Association of Cer-tified Fraud Examiners. She has worked as an auditor and fraud examiner for companies in a variety of industries. She lives in Fontana, Wisconsin, and can be reached at www.sheilamoran.net.

Twitter @AuditCommGuide

Ronald Kral, CPA, CMA, CGMA, is managing partner at the public accounting firm Candela Solutions LLC. He has served as the chief executive for a subsidiary of a multibillion-dollar company and as principal consultant with PricewaterhouseCoopers. He lives in Las Vegas, Nevada. Visit his website at www.CandelaSolutions.com.