Overview of Corporate Governance

• Describe the shift in corporate power from the CEO to other stakeholders.
• Define the responsibilities of management in corporate governance.
• Examine compliance controls.
• Designate management’s role in compliance evaluation and reporting processes.
• Describe “whistleblower” requirements.
• Examine the audit committee and external accountant requirements.

Independence, Roles and Ethics

• Critique the independence objectives of corporate governance.
• Analyze the roles of the key corporate governance players.
• Critique the role of ethics in compliance.

Components of Corporate Governance

• Identify corporate charter and bylaw provisions.
• Evaluate the effects of the components of a corporate governance infrastructure.

Governance Evaluation

• Identify the corporate governance problems leading up to the corporate scandals of the early 21st century.
• Examine the influence of the governance rating industry on American corporations.
• Evaluate governance rating schemes and methodologies.
• Evaluate corporate America’s reaction to the governance rating industry.

Risks of Noncompliance

• Compare and contrast the cost of compliance against the degree of risk of noncompliance.
• Evaluate the risks associated with noncompliance.
• Evaluate the use of committees in risk mitigation.

Transparency in Corporate Governance

• Apply the concept of transparency to corporate governance.
• Evaluate the relationship between self motivation of management and effective corporate governance.