The Association of Corporate Counsel (ACC) released the results of its most recent survey, General Counsel as Risk Manager, of more than 700 corporate directors and general counsel. To further understand the impact of Sarbanes-Oxley, ACC and the National Association of Corporate Directors (NACD) collaborated to better understand implications for industry, the profession and board-management relations.
The chief finding from the survey shows that general counsel and corporate directors believe their liability for their organization's misconduct has increased now some two years after enactment of the Sarbanes-Oxley corporate governance legislation.
The survey also found that responsibility for ensuring ethical business conduct is shared between senior management, corporate directors and general counsel who traditionally have not been the focus for fiduciary liability. Over 80 percent of corporate directors responding to the Risk Manager survey thought general counsel have a great deal of responsibility in ensuring good corporate governance. This is an increase of almost 30 percent over last year's findings of the same topic.
The Risk Manager survey is the second conducted by ACC, in conjunction with NACD, to develop its clearinghouse of information to inform best practices for its membership, which is comprised of publicly traded, privately held companies and non-profit organizations. The first survey conducted last year provided baseline information to begin trend analysis about the impact of Sarbanes-Oxley.
Other key findings include:
- Sarbanes-Oxley Benefits Corporate Culture. General counsel and corporate directors agree paying closer attention to all aspects of company activities has made favorable changes in organizational management.
- Whistle Blowing Encourages Good Corporate Governance.Sixty-two percent of those responding believe the whistleblower provision improved the climate of discussion between corporate counsel and board of directors.
- Improved Relations with the Organizational Stakeholders: Board of Directors, Senior Management and Regulators. Findings further demonstrate support for general counsel attending board meetings at all times to better manage company-wide risk.