After completing this course, you will:

1.     Know and apply basic corporate governance terms

1.1    Define a term in own words
1.2    Distinguish between correct and incorrect uses of a term
1.3    Select the term that best describes an idea, action, or event
1.4    Properly use new terms in assigned writing projects

2. Understand the gap between ownership and control of corporations

2.1       Identify the stages of corporate ownership
2.2       Critique the separation of ownership and control and its effect on workers and the community
2.3       Identify corporate constituencies
2.4       Identify corporate insiders and outsiders 
2.5       Define the primary goal of the corporation
2.6        Identify the role and influence of institutional shareholders

3. Understand the structure of a corporation

3.1      Define a corporation and contrast with other business entities
3.2      Understand the role of the directors and officers and their advisors
3.3      Understand the role of corporate shareholders
3.4      List the people involved with the management of the corporation and identify the role they play
3.5      List and define the fiduciary duties required by corporate law
3.6      Analyze a situation to determine whether a director has violated his fiduciary duties    
3.7      Explore the interlocking roles of directors with respect to boards of other corporations and the                potential for conflicts of interest
3.8      Develop a proposal on board composition that will protect shareholders’ interests
3.9      Explain which voting methods best protect minority shareholders
3.10    Understand the limits placed on corporate action by the charter and bylaws

4.      Understand types of corporate governance mechanisms

4.1     Identify various shark repellents and anti-takeover devices and describe their effect on corporate           governance
4.2     Identify various executive compensation issues and their potential for abuse
4.3     Draft a shareholder proposal to deter a specific compensation abuse
4.4     Read financial and management reports to determine how much executive compensation is being           paid to management
4.5     Locate financial and management reports for specific corporations

5. Understand the duties of pension fund trustees to vote proxies and sponsor shareholder proposals

5.1     Explain the significance of IB 94-2
5.2     Identify which issues pension fund activists can target for shareholder proposals
5.3     Describe the procedure for submitting a shareholder proposal
5.4     Evaluate the SEC’s probable ruling on the corporation’s decision to exclude the shareholder                   proposal
5.5     Draft a shareholder proposal and supporting statement, and anticipate and defend against the                corporation’s objections to the proposal
5.6     Evaluate whether a corporate governance issue has an impact of the value of plan-held stock
5.7     Draft proxy voting guidelines on a specific issue

For sample materials, click here.

To learn more: OECD and Corporate Governance