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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

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


Non profits aren t publicly traded so why are we talking about sox

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"


Ngo boards applying sox concepts

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


Sox audit oversight

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”


Sox governance guidance

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


Funding dictates compliance

Funding Dictates Compliance

  • Funding Modalities

    • Member Contributions

    • Contracts

    • Programmatic Grants

    • Institutional Support Grants

  • Grants Management

  • Allowable/Allocable/Reasonable

  • No Flamenco Dancers/No Tennis Courts


  • Questions and discussion

    Questions and Discussion

    Jason P. MatechakReed Smith LLP1301 K. Street, N.W.Suite 1100 – East TowerWashington, D.C. 20005Ph (202) 414-9224Fax (202) [email protected]


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