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The Rise of the Rogue Executive: How Good Companies Go Bad and How to Stop the Destruction by Cynthia J. Smith, Leonard R. Sayles

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Chapter 7. Directors: Why the Weak Oversight

The spotlight has been on boards of directors that facilitated corporate corruption and executive misdeeds. New legislation, the Sarbanes-Oxley Act, specifically assigns explicit audit responsibilities and penalties to boards for oversight failures. These responsibilities and penalties have begun to change boards’ passive view of their responsibilities. However, it is worth examining the sources of past failures not just to explain board ineffectiveness, but because some of these perversities persist.

There is an apocryphal story of the mother who asks her bright youngster what he wants to be when he grows up. After he has muttered something about the attractions of becoming a basketball star or movie ...

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