Overview
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Learn how to protect financial integrity through well-structured corporate governance.
Syllabus
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Introduction
- Understanding corporate governance
- History of the modern corporation
- Benefits and costs of organizing a business as a corporation
- Corporations operate as republics
- Difference between the CEO and the chairman of the board
- What kind of people are chosen to be corporate directors?
- Voting for directors
- Executive vs. non-executive directors
- Nominating committee
- Interlocking boards: The case of the Japanese keiretsu
- Scandals leading to Sarbanes-Oxley
- Qualifications of directors on the audit committee
- Audit committee and the external auditor
- Management objective: Maximize shareholder wealth
- Earning-based bonus plans
- Stock-based compensation
- How much does your corporate executive friend make?
- Free cash flow and the danger of entrenched management
- Proxy advisory firms
- Hostile takeovers, corporate raiders, and the Williams Act
- Poison pills and golden parachutes
- Leveraged buyouts (LBO)
- Employees and the German corporate board structure
- Responsibility to customers and suppliers
- Responsibility to local communities
- Responsibility to lenders
- Environmental, social, and governance (ESG) issues
- Strategic direction and mission statements
