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CORPORATIONS Web site helps company boards avoid pitfalls



Published: Sun, February 16, 2003 @ 12:00 a.m.



The site includes descriptions of a board's function and federal rules.

RALEIGH (N.C.) NEWS & amp; OBSERVER

There may have never been a worse time to be a member of a corporate board. With many boards already under fire for failing to protect shareholders, they now face a raft of new laws they must comply with or be held accountable.

"Today people are reluctant to be on boards because they are worried about the level of liability," said Jeffrey W. LeRose, president and CEO of Research Triangle Software and a member of several boards. To deal with his own concerns, LeRose has bookmarked www.boardstrategies.com, a Web site dedicated to helping inform businesses about issues relating to boards of directors.

The site is the creation of Jim Verdonik, a partner with the Raleigh, N.C., corporate law firm Daniels, Daniels & amp; Verdonik, which specializes in helping corporations determine what information they should disclose to shareholders, accountants, boards of directors and the government.

"One issue is that people who served on boards don't know what their duties are," Verdonik said. "There are a bunch of directors who will be held liable not because they intentionally did something, but because they did not work hard enough to prevent it."

What's at site

Seeing the need to educate the business community, Verdonik spent several months gathering resources and Internet links to build the Web site.

It offers free information about such things as how to create a board, the role of a board, how to conduct board meetings, how much to pay board members, insider trading and lawsuits against board members. The U.S. Securities and Exchange Commission's rules for corporate reform, based on the Sarbanes-Oxley Act signed into law last year, are there, too. The reforms, which will be rolled out in phases, require more disclosure from board members.

Since its launch in late September, the site has attracted about 300 registered visitors from all over the world, including Japan, Italy and England. Verdonik said most members are high-ranking corporate executives who either serve on boards or work with companies that have them.




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