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Jason P. Matechak

NGO’s and Corporate Governance: What NGO’s Can Learn From Sarbanes-Oxley NGO and Not-For-Profit Committee ABA Section of International Law Spring 2005 Meeting Washington, D.C. Jason P. Matechak . Friday, April 15, 2005. Non-Profits aren't Publicly Traded so why are we talking about SOx?.

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Jason P. Matechak

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  1. NGO’s and Corporate Governance: What NGO’s 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

  2. 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 • Don’t Want NGO Sox Equivalent (Self-Police) • SOx as "best practices"

  3. 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

  4. 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”

  5. 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

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

  7. Questions and Discussion Jason P. MatechakReed Smith LLP1301 K. Street, N.W.Suite 1100 – East TowerWashington, D.C. 20005Ph (202) 414-9224Fax (202) 414-9299jmatechak@reedsmith.com

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