NGOs and Corporate Governance: What NGOs Can Learn From SarbanesOxley NGO and NotForProfit Committee

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NGOs and Corporate Governance What NGOs Can
Learn From Sarbanes-OxleyNGO and Not-For-Profit
CommitteeABA Section of International LawSpring
2005 MeetingWashington, D.C.

• Jason P. Matechak

Friday, April 15, 2005
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Non-Profits aren't Publicly Traded so why are we
talking about SOx?

• Non-Profits will be subject to enhanced scrutiny
  in today's corporate governance environment
• Courts may look to SOx as standards against which
  non-profit boards will be judged
• Donors have SOx plans
• Funding Modalities
• Dont Want NGO Sox Equivalent (Self-Police)
• SOx as "best practices"

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NGO Boards Applying SOx Concepts

• Board Basics
• Duty of Loyalty/Care
• Business Judgment Rule
• Board Composition (Literacy)
• Board/Executive Compensation
• Insider Activities
• Board Education and Training

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SOx Audit Oversight

• Board Financial Literacy
• Funding for Audit Function
• Audit Committee/Committee Charter
• Rules/Standards
• What is Generally Accepted?
• Firm Selection, Utilization, and Rotation - U.S.
  and Foreign
• Public Accessibility
• CEO Certification

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SOx Governance Guidance

• Express Committee Organization and Charters
• Written Standards of Conduct
• Code of Ethics
• Written Policies and Procedures
• Special Rules for Gifts and Hospitality
• Donor Lists
• Record Retention
• Whistleblower Protection

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Funding Dictates Compliance

• Funding Modalities
• Member Contributions
• Contracts
• Programmatic Grants
• Institutional Support Grants
• Grants Management
• Allowable/Allocable/Reasonable
• No Flamenco Dancers/No Tennis Courts

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Questions and Discussion

• Jason P. MatechakReed Smith LLP1301 K. Street,
  N.W.Suite 1100 East TowerWashington, D.C.
  20005Ph [phone]Fax (202)
  414-9299jmatechak_at_reedsmith.com