Services for Corporate Directors

For many reasons, directors need to receive independent advice in matters concerning corporate integrity. Stier Anderson, LLC has the experience and independence to help boards meet these needs in a variety of ways - reviewing compliance programs, assisting internal audit department to ensure that necessary information is provided to audit committees and conducting independent investigations.

The Need for Independent Advice.

Increasingly, boards (or committees thereof) are required to seek independent advice regarding their corporations' compliance with the law. For example, Section 301 of the Sarbanes-Oxley act provides that each public company audit committees must "have the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties." Proposed NASDAQ corporate governance listing requirements also state that such committees must be given the "authority to engage and determine funding for independent counsel and other advisors" and the proposed New York Stock Exchange listing requirements contain a similar provision.

Additionally, a guidance issued in January, 2003 by the U.S. Department of Justice, Prosecution of Business Organizations , provides in relevant part, that the following factors should be considered in determining whether to consider a company's compliance effective: "In evaluating compliance programs, prosecutors may consider whether the corporation has established corporate governance mechanism that can effectively detect and prevent misconduct. For example, do the corporation's directors exercise independent review over proposed corporate actions rather than unquestioningly ratifying officers' recommendations; are the directors provided with information sufficient to enable the exercise of independent judgment, are internal audit functions conducted at a level sufficient to ensure their independence and accuracy and have the directors established an information and reporting system in the organization reasonably designed to provided management and the board of directors with timely and accurate information sufficient to allow them to reach an informed decision regarding the organization's compliance with the law . In re: Caremark, 698 A.2d 959 (Del. Ct. Chan. 1996)." (emphasis supplied).

Our Services for Directors.

Stier Anderson, LLC can help board members meet their duties under these evolving standards of accountability by:

• Reviewing compliance programs - either on a one-time or ongoing basis - for efficacy under the law, regulation and other applicable mandates. Stier Anderson's reviews go behind the company policies to determine if the program is functioning as intended, i.e., that it is more than a "paper program." For a fuller description of our compliance-program-related services click here. For a discussion of the Caremark case - which puts compliance oversight obligations on directors - click here.
   
• Working with internal audit departments to help assure that audit committees receive information necessary to meet the heightened standards of accountability. For a fuller description of our audit department services click here. For a fuller description of how we can help review internal controls click here.
   
• Conducting independent investigations when indications of possible unlawful or otherwise improper conduct arise from whistleblower complaints or other sources. For a fuller description of our independent investigations practice click here.
  
  
• Identifying and resolving conflicts of interest, as required by the Sarbanes-Oxley Act and other mandates. For more information about this practice, click here.