The Board of Directors and Audit Committee Guide to Fiduciary Responsibilities

Ten Critical Steps to Protecting Yourself and Your Organization

The Board of Directors and Audit Committee Guide to Fiduciary Responsibilities

Authors: Sheila Moran, CPA, CFE, Ronald Kral, CPA, CMA
Pub Date: July 2013
Print Edition: $34.95
Print ISBN: 9780814431665
Page Count: 240
Format: Hardback
e-Book ISBN: 9780814431672

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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

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

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