Corporate Governance

Detailed Course Syllabus
for
CORPORATE GOVERNANCE AND FINANCIAL
ACCOUNTABILITY, FACC 6220.03
THE SCHOOL OF ADMINISTRATIVE STUDIES
WINTER 2011
by
PROFESSOR RICHARD W. LEBLANC
CMC, BSc, LLB, JD, MBA, LLM, PhD
Copyright 2010 © Richard Leblanc, York University.

Electronic copy available at: http://ssrn.com/abstract=1713388
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The Global Financial Crisis
Corporate Governance Winter 2011 Copyright 2010 © Richard Leblanc, York University.
Electronic copy available at: http://ssrn.com/abstract=1713388

3
Table of Contents
Introduction – Failures and Importance of Corporate Governance ................................................ 5

Course Overview, Director and Support......................................................................................... 6
Organization of and Success in this Course.................................................................................... 7
Time and Location .......................................................................................................................... 8
Prerequisites, Co-requisites and Relationships to Other Courses................................................... 8
What You Can Expect From this Course and the Course Director ................................................ 8
Expectations of Students................................................................................................................. 9
Theme of the Course: Reflective Practice ...................................................................................... 9
Competencies and Other Attributes to Develop Throughout the Course ..................................... 10
Learning Objectives, Teaching Activities and Student Evaluation .............................................. 10
Student Evaluation and Due Dates ............................................................................................... 13
1. Class Participation: Attendance, Preparation and Contribution ........................................... 13
Use of Technology During Class for Non-Class Purposes................................................... 15
2. Group Presentation and Report............................................................................................. 16
Deliverables to the Course Director...................................................................................... 18
Deliverables to the Class....................................................................................................... 18
3. Research Paper Proposal....................................................................................................... 18
Research Paper Proposal: Class Presentation and Peer Review ........................................... 19
4. Research Paper...................................................................................................................... 19
Research Paper Topics.......................................................................................................... 21
Major Research Papers ................................................................................................................. 23
Ethics Review Process .................................................................................................................. 23
Grading Criteria and Feedback ..................................................................................................... 23
One Minute Paper to Evaluate the Course Director.................................................................. 24
Course Materials ........................................................................................................................... 24
Text ........................................................................................................................................... 25
Cases and Readings to Purchase from Harvard Business School............................................. 25
Required and Supplemental Readings (Legislation, Articles and Reports).............................. 26
Guest Speakers.............................................................................................................................. 26
Sessions: Topics, Readings, Cases, Websites and Guest Speakers .............................................. 29
Session 1 The Global Financial Crisis of 2007-09: Its Antecedents and Consequences....... 29
Session 2 Legal and Regulatory Environment of Corporate Governance ............................. 30
Session 3 Governance in Financial, Non-Financial, State-Owned and Not-for-Profit
Sectors.................................................................................................................... 31
Session 4 Approving Strategy and the Governance of Risk: Risk-Adjusted Strategy,
Profile, Appetite and Reporting............................................................................. 32
Session 5 Financial Oversight and Reporting: Auditing, Internal Controls and
Reporting ............................................................................................................... 34
Session 6 Governance of Executive Compensation Arrangements: Organizational
Performance, Executive Compensation and Succession Planning ..................... 35
Session 7 Nominating and Governance: Board Member Selection, Competencies and
Evaluations ............................................................................................................ 37
Session 8 Governance of Sustainability and Stakeholder Relations: Climate Change,
Communities and Social Responsibility................................................................ 39
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Session 9 Shareholder Powers and Investor Protection: Proxy Access, Institutional and
Minority Shareholders and Engagement ............................................................... 41
Session 10 CEO, CFO and Other Senior Management Accountability: Delegation of
Authority, Relationships and Reporting .............................................................. 43
Session 11 Board and Committee Assurance Providers and Other Advisors: Selection,
Funding, Relationships, Reporting and Accountability....................................... 44
Session 12a Related Party Transactions, Fundamental Changes, Control Transactions,
Significant Shareholders, Conflicts of Interest, Crisis and Financial Distress .. 45
Session 12b The Future of Corporate Governance and Submission of Papers...................... 46
Corporate Governance Blogs........................................................................................................ 47
Important Course Information For Students ................................................................................. 48
Academic Honesty and Integrity .................................................................................................. 48
Text Matching Software Services at York University.............................................................. 48
Respect for Intellectual Property .............................................................................................. 48
Accommodation of Students With Disabilities............................................................................. 49
Religious Observance Accommodation........................................................................................ 49
York University Student Code of Conduct................................................................................... 49
About Professor Leblanc............................................................................................................... 49
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Introduction – Failures and Importance of Corporate Governance
A group of 160 corporate governance scholars convened at the Wharton Business School to
discuss the Global Financial Crisis (“GFC”) and its causes and consequences. A engagement
ensued over three themes: (i) the lack of understanding of systemic and contagion risk; (ii)
regulatory oversight failure (resources, communication and competence); and (iii) corporate
governance oversight failures, including failure to control management’s taking of imprudent
risks incented by executive compensation arrangements; and board approval of risks of complex
derivative products that directors did not understand.
This course attempts to address these shortcomings.
The GFC of 2007-2009 is very different from the Enron and WorldCom implosions (discreet
events involving fraud and loss to shareholders, employees and pensioners) and resulting
Sarbanes-Oxley Act of 2002. The GFC’s impact on corporate governance reform is much more
profound and intrusive. One commentator recently remarked that Sarbanes-Oxley was
“kindergarten” compared to the current and forthcoming changes to corporate governance.
Governments, after spending billons of taxpayer money in bail-out packages to significant

financial and non-financial companies, and standard-setters world-wide are now turning their
attention to enacting significant legislation and codes (the Course Director recently reviewed
fifty-seven for a federal government department in 2010) addressing corporate governance of
financial and non-financial institutions. The GFC has also affected curricula design within
professional programs.1
The curriculum for this course is based on York University’s guiding principles of quality,
innovation and engagement.2 It is designed to be interdisciplinary, integrative, global, and
current;3 to make use of digital technology; and to incorporate best-in-class principles of
curricular design. It is specifically designed for a small, senior professional seminar or intensive
course (e.g., 15 students).
Effective corporate governance is crucial to a successful and sustainable corporate enterprise and
requires a firm grounding in legal relationships and accountabilities. This course critically
assesses, at an advanced level, current academic and practitioner thinking in corporate law,
policy and research in light of North American and international developments in corporate
governance. Particular attention is given to how these developments are situated within theories
of corporate governance and within the history of the development of corporate governance law
1
See, e.g., Datar et al., “Rethinking the MBA: Business Education at a Crossroads” (Harvard Business Press, 2010),
focusing on the need to move beyond (i) knowledge towards (ii) skill development and (iii) being, or a sense of
purpose and identity. See also, at p. 81: “A Decline in Student Engagement: … Classes are no longer the
centerpiece of the…experience… One result has a lessening of effort and…students no longer devote themselves as
diligently to coursework as they did in the past.”
2
See, e.g., “A Commitment to Quality, Innovation and Engagement,” as the overarching themes within the York
University Academic Plan 2010-2015, here.
3
Some corporate law professors, after the Great Depression, evidently to stay current went so far as to teach their
class based on the front pages of newspapers, a corporate governance professor stated at a recent conference.
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in Canada and internationally. This course explores corporate governance in relation to financial
and non-financial accountability and intends to equip students with the tools and analytical
frameworks to understand and apply the roles, responsibilities, reporting obligations, liabilities
and effectiveness of boards of directors, management, advisors (e.g., lawyers, auditors,
compensation consultants, etc.), shareholders, regulators and other corporate stakeholders (e.g.,
labor, consumers, creditors, local communities and the environment) ~ in short, all participants
reporting to, advising, impacting and sitting on boards of directors.
Course Overview, Director and Support
This course will be delivered within the context of the MFAc Graduate Program in Financial
Accountability, School of Administrative Studies, York University, during the Winter semester of
2011.
Faculty: Professor Richard Leblanc, CMC, BSc, LLB, JD, MBA, LLM, PhD
Barrister & Solicitor
Certified Management Consultant
Associate Professor, Law, Governance & Ethics, School of Administrative Studies
Adjunct Faculty, Osgoode Hall Law School
Atkinson 202A
York University
4700 Keele Street
Toronto, Ontario Canada M3J 1P3
Tel. (416) 736-2100 x 33744
Fax (416) 736-5747
E-mail: rleblanc@yorku.ca
Course consultation hours: Tuesday 10am-12pm, Thursday 2-4 pm, before and after
class, and by appointment for other times.
Support / Assistance:
Corporate Governance and

Financial Accountability
6220
Sabina Lackner
Graduate Program Assistant
Master of Financial
Accountability (MFAc)
221B Atkinson Building
York University
4700 Keele St., Toronto ON
Canada M3J 1P3
T (416) 736-5744
F (416) 736-5963
E slackner@yorku.ca
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Organization of and Success in this Course
This course is structured into 12 Sessions. The pace will be rapid with evaluation streams,
expectations and deadlines. Students are advised not to fall behind. The course is not
particularly overly-onerous for senior professional students, but given the breadth of disciplines
involved in understanding corporate governance, this course necessarily will be reading-
intensive and involve new areas for all students. By signing up for this course, it is assumed you
have made a learning “contractual” commitment to yourself, your colleagues and the Course
Director and that you will, indeed, complete the readings for every Session. You will be
assessed for doing so. The required readings are central to this course.
The lectures, tutorials, discussions and group work serve to enrich, clarify and illustrate crucial
issues from the assigned readings that will, in turn, drive and motivate you for your Research
Paper (to be described later in this syllabus). The readings have been selected with care and
some are very dense and technical. It is crucial that students develop proficiency in efficient and
effective reading. See here or here for example. It is not the case that more pages mean
additional time to digest a document, necessarily. A dense document (see the Senior Supervisors
Group Template in Session 4 on risk for example (only 18 pages), which has been sent to the
chairs of major Canadian banks) can take much longer to digest than a document several times
this length, which is well laid out but at a higher level of analysis. Do not assume for example
that the number of pages of required readings necessarily equates with a commensurate increase
in workload or invested time. Required readings have been chosen to provide ROIT (return on
invested time), like a director.
It is critical that students (i) have an appetite for, and are proficient in, digesting multiple
documents and reports; (ii) dedicate sufficient resources to do so; (iii) have intellectual curiosity
and a bias to learn; (iv) and are comfortable with digital reading/editing and other forms of
communication, software and educational technology. The foregoing expectations are no
different than those of directors sitting on boards of reasonably large and complex companies,
who also have board material, learning and technology expectations. A theme of this course is to
create mirrored expectations and assessment methodologies for the treatment of both corporate
directors and students enrolled in this corporate governance course.
Success in this corporate governance course therefore requires a reciprocal commitment to co-
learn, import rich and diverse student experiences to the class and small group debate and
dialogue, enrich and create a powerful dynamic (similar to boards). These outputs in turn require
careful and diligent preparation and attention to how one participates (e.g., your tone, content
and timing), both in class and in groups (similar to boards).
Each Session is subdivided and is intended to consist of several of the following components, as
circumstances and schedules permit for each Session:
(i) Current Events Discussion (led by the Course Director) – to illustrate and relate;
(ii) Lecture (given by the Course Director) – to expound and package;
(iii) Group Presentation and Report (led by students, under the supervision of the
Course Director) – to communicate, draft and develop;
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(iv) Case, Vignette or Incident Discussion (facilitated by the Course Director and/or
Guest Speaker, with dynamic student interaction) – to simulate, apply and illustrate
any given concept, theory or argument;
(v) Tutorial / Seminar (plenary discussion format) – to clarify, elaborate and extend;
(vi) Guest Speaker (followed by student questions) – to reinforce and illustrate; and
(vii) Conclusion (summarized by the Course Director) – to debrief, reflect, and prepare
for the next Session.
Cutting-edge ideas and concepts in the governance field – many of which simply are not
confined to any one particular text, article or speaker – will be introduced during the Sessions.
Lecture attendance is therefore essential, will be taken, and will form part of your participation
grade for this course. It is expected that all of you will participate and add value to the classroom
in order that cross-learning occur and that we all learn from each other. Learning will also take
place outside of the classroom, with interactive group activity, peer teaching, independent
learning and work-based application. Any future distance- or internet-based offering of this
course developed by the Course Director will intend to incorporate requisite, dynamic cross-
learning in real time using technology, to achieve as close as possible the dynamic created in
person.
Time and Location
This course will be offered on Thursday evenings from 7-10 pm in TEL 0004 starting on January
6th, 2011. Reading / Co-Curricular Week will occur on February 21-25.
Prerequisites, Co-requisites and Relationships to Other Courses
Having skills, knowledge and experience in corporate governance by its very necessity – from
both a practitioner and academic point of view – requires equivalent aptitudes in all areas of
corporate activity and stakeholder relations, including strategy, risk, financial reporting,
compensation, sustainability, shareholder and other stakeholder relations, and the legal,
regulatory, financial and taxation environments in which the organization operates.
Although there are no co-requisites for this course, to achieve a more fully integrated and
interdisciplinary curriculum, the Course Director is reasonably literate in other specialized course
areas and will take all reasonable steps to integrate (and expects students to integrate, particularly
during case analysis, discussions and group work) this course with your current program courses
(e.g., such as earnings management, ethics, financial statements, IT governance, pensions and
benefits, performance measurement, risk and internal controls, and governmental and not for
profit sectors), as well as to specific industries and sectors.
This course has a credit value of 3 credit hours. There are no prerequisites, although please note
the Course Director’s remarks about course integration.
What You Can Expect From this Course and the Course Director
Mutual expectations between the Course Director and students are neither trivial nor obvious.
From an instructional point of view, this course has been designed with the intent of being
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among one of the most useful courses you will take in your student career. Here is what you can
expect from the Course Director: (i) thorough preparation, punctuality, promptness,
professionalism and in-person accessibility; (ii) providing sufficient information and materials to
enable students to prepare adequately for each Session; (iii) supplying timely, objective,
constructive and actionable information and feedback on student performance; and (iv) providing
a stimulating, inclusive, dynamic and enjoyable learning environment.
Expectations of Students
You will quickly be required to familiarize yourself with theoretical and legal governance
frameworks and concepts in the beginning few lectures, which will remain essential when
engaging in debate in subsequent lectures and understanding the practical consequences which
follow. Advance preparation is therefore essential in order to contribute effectively and achieve
full value from each Session.
Think of a “Session” as a board meeting. You should treat your classroom obligations as you
would treat any other of your professional engagements. You should prepare thoroughly, arrive
promptly, adhere to deadlines and timetables, participate fully and effectively, display courtesy
towards class peers and support staff, including respect and sensitivity for diversity in all forms
within the York University community, and provide objective and constructive feedback to your
peers and the Course Director regarding their effectiveness and contribution.4
Theme of the Course: Reflective Practice
This course is designed to be very practical and supported by strong theoretical foundations.
You are encouraged – indeed you are required and will be adjudicated on this output – to be
constructively critical of the assumptions, arguments, positions, the status quo and extant
theories of corporate governance put forward by regulators, corporations, directors, shareholders,
professional advisors, academe and other stakeholders. The ability to constructively challenge is
perhaps the most important attribute an individual director can possesses. Indeed, Sir David
Walker, in speaking to his report on the governance of UK financial institutions prior to the
GFC, said that the ability to constructively challenge was one of two themes of his Report (the
other being director competencies), that was specifically missing from corporate governance in
the run up to the GFC. A healthy degree of skepticism, contextual analysis and self-awareness
are crucial to developing lawyering, auditing and accounting advisory skills and capacities.
The theme of this course, therefore, is to develop an engaged, critically reflective practitioner,
either as a director sitting on a board, an advisor to a board, or in some other professional
capacity. This theme of reflective practice is not necessarily quiet and personal (self-reflection),
but is social, action-oriented, political, speaks ‘truth to power,’ deconstructs dominant discourse
and socially constructed realities, and is applied in situations in which information is incomplete,
outcomes are uncertain and there is ambiguity, which describes much of a corporate governance
setting. Reflection, therefore, is both an intellectual and affective pursuit that leads to new (and
hopefully powerful) understandings and appreciations, both individually and in concert with your
colleagues.
4
Adapted in part from University of Chicago and University of San Diego.
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Practices, aids and methodologies supporting this theme of reflective practice within this course
include: reflective literature criticism, blogs, digital media and minute papers; self and peer
assessment and feedback; group processes, teamwork, project-based learning and collaborative
inquiry; meta-analysis, reflective research journal critique and action learning as encouraged
research paper topics; case and incident analysis, simulation exercises and role-playing; wedding
of theory and practice; a commitment to diversity and cultural competence; policy critiques; an
embedded focus on critiquing arguments and assumptions; and the Course Director’s leadership
and qualitative research methodology focus on literature and practice criticism, as a role model.
Competencies and Other Attributes to Develop Throughout the Course
There is currently a developing industry literature of competencies and skills directors are
expected to possess to be effective. Listed companies (including some the Course Director
advises) have developed competencies and other attributes desired in prospective and incumbent
directors, and are beginning to disclose these expectations. We will draw on this literature and
practice in this course. Moreover we will link competency development to learning objectives,
teaching methods, and the assessment of these tasks. As part of student assessment, collegial
peer review will occur in this course, similar to guidance now in place by regulators
(recommended by the Course Director) for directors of publicly listed companies – namely
assessing what competencies and skills each existing director possesses, and each new nominee
will bring to the boardroom.
Regulators recommended after the GFC that “competencies and other attributes” of directors be
assessed and aligned with governance responsibilities. A competency is defined as (i) a cluster
of related knowledge, attitudes and skills that affects a major portion of one’s job; (ii) that
correlates with performance on the job; (iii) that can be measured against well-accepted
standards; and (iv) that can be improved via training and development (S. Parry, 1998). An
attribute is defined as “an inherent characteristic quality or feature of a person” or “a quality or
character ascribed (especially in common estimation) to a person” (New shorter Oxford English
Dictionary, 1993).
Consistent with the direct focus on competencies and other attributes by leading boards, the
types of corporate governance competencies and other attributes this course seeks to develop in
its students include “analytical,” “compensation,” “financial,” “investor relations,” “leadership,”
“legal/regulatory,” “risk management,” “strategic,” “sustainable business practices,”
“technology”; and “integrity,” “communication skills,” “teamwork,” “commitment,” and
“impact/influence.”
The foregoing competencies and other attributes, in turn, are expected to contribute to overall
program cornerstone competencies and degree expectations and will be aligned with learning
objectives, instructional activities and performance assessment in the next section.
Learning Objectives, Teaching Activities and Student Evaluation
Within this course, a taxonomy of aligned learning objectives, instructional activities and
evaluation requirements are designed to focus on educational objectives in cognitive, affective
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and psychomotor domains of learning. See the following table, below. Desired learning
objectives (see column three) are statements of specific performance outputs the Course Director
wants students to achieve from the course. They should be SMART (specific, measureable,
achievable, relevant and timely) (Teaching Support Services) and reflect Benjamin Bloom’s
taxonomy of cognitive educational objectives. Instructional activities (see column four) include
teaching and learning choices designed to address each corresponding learning objective. Lastly,
student evaluation (column five below) includes the various student assessments throughout the
course, to assess the achievement of the learning objective, which in turn all sum together
contribute to a course grade. Generally, teachers start (or should start) from the left and move
right, and students / learners typically start from the right in the table below. If the curriculum is
reflected in the assessment, however, the teaching and the learner are aligned and both directed
towards the same goals.
Course Learning Instructional Student

Domain Emphasis
Objectives Activities Evaluation
Acquire deep
knowledge in all
facets of corporate Participation
governance (legal, (reading critiques
Cognitive Knowledge Lecture; Self-Study;
financial, to Course
compensation, risk, Director);
strategy,
sustainability).
Translate governance
understanding from
one form to another Participation (peer
Lecture; Case
Cognitive Comprehension by seeing patterns, assessment); Group
Analysis;
trends, relationships, Report;
extrapolating and
predicting.
Employ judgment,
reasoning and
understanding to Participation (case
Case Analysis;
review, recommend critiques to Course
Cognitive Application Group Activity;
(board committee) or Director); Group
Guest Speakers;
decide (board) in a Report;
new context or
problem.
Specific analyses:
Display analytical Financial statements,
and technical skills in legal documents;
Research Paper
self-study, group compensation plans;
Proposal (Course
Cognitive Analytical work, and recognize risk heatmaps;
Director and peer
decision process and carbon offsets; and
input);
group think stakeholder analysis;
infirmities. Educational
technology;
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Choose and use

information,
arguments and Research Paper
Group Report;
Cognitive Synthesis application in a Proposal; Research
Research Paper;
unique or novel way Paper;
to result in a
governance solution.
Informatively and
Tutorial / Seminar;
persuasively critically
Reflective Participation
reflect on and assess
questioning, (critiques to Course
the foregoing
Cognitive Reflection consciousness- Director); Group
emphasis areas, in
raising, Critical Report; Research
oneself, peers, the
incidents, Debriefing Paper;
governance literature
exercises; Blogs;
and constituencies.
Senate policies;
Student Code of
Display behaviour
Tone established by Conduct; Ethics
consistent with high
Course Director; Review Process;
Affective Integrity ethical standards and
Class Discussion; applicable Rules of
principles of equity,
Group Activity; Professional
respect and fairness.
Conduct (e.g.,
LSUC, ICAO, etc.);
Listen, be open to
others’ opinions,
encourage open
discussion,
Tutorial / Seminar; Participation (peer
constructively
Affective Communication Class Discussion; assessment); Group
challenge and
Group Activity; Presentation;
communicate, and
present logically,
persuasively, with
impact and influence.
Work effectively with Participation (peer
others, manage assessment); Group
conflict Peer Mentoring; Presentation (peer
Affective Teamwork
constructively, and Group Process; feedback);
take leadership of
certain issues.
Display commitment
and invest time to Tone established by Participation;
Affective Commitment class (board), one’s Course Director; Group Presentation
group (board Group Activity; (peer feedback);
colleagues).
Demonstrate self and Excursions; Group Participation;
interpersonal non- Process; Student Group Presentation
Psycho- Movement verbal paralinguistic Presentation; (Course Director
motor awareness, cues and feedback);
calibration.
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Student Evaluation and Due Dates
This course will be graded on the basis of four principal components:
(i) Class participation (including attendance, preparation and contribution, with a

Course Director and peer assessment component), worth 15%;
(ii) Group presentation and report (with a Course Director assessment and peer
review component), worth 15%;
(iii) Research paper proposal (with a Course Director assessment and peer
contribution component), worth 15%; and
(iv) Research paper (assessed by the Course Director), worth 55%.
Your research paper (proposal and final draft) will constitute 70% of your course grade.
In tabular form, your course grade includes the following items and due dates. More details for
each follow, below.
Item Percentage Due Date

1. Class Participation 15% Continuous
2. Group Presentation and 15% Sessions 4-11
Report
3. Research Paper Proposal 15% Sessions 3 and 4
Before 3:30pm EST, 4 April
4. Research Paper* 55%
2011
TOTAL 100%
Students should submit their Research Paper to the Graduate Program Assistant in electronic
format by the due date above and follow up by submitting a hardcopy. The Graduate Program
Assistant will provide the Course Director with hard copies for marking, or other arrangements
may be made. Hard copies of supporting materials for a student’s Research Paper are
encouraged to be provided to the Course Director at his office address.
1. Class Participation: Attendance, Preparation and Contribution
The success of this course is contingent (in part) on creating robust class discussion and cross-
learning environment, rhythm and momentum, which is in turn contingent on consistent and
sustained engagement by all and a high quality of reading, analysis and reflection.
Participation is worth 15% of your course grade.
Participation is defined in this course to include (i) attendance, (ii) preparation, and (iii)
constructive, thoughtful, reflective and effective engagement and contribution (collectively,
“contribution”), which will all be assessed by the Course Director and your peers. Each of these
three areas will now be described.
Attendance: Attendance is mandatory and will be taken, as is done with boards of directors.
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Preparation: You are expected, as with boards, to take all reasonable steps to ensure that the
required readings (think of these as your board materials) are complete. You are expected to
attend class fully prepared to discuss (e.g., you arrive to a board meeting fully ‘warmed up’). If
you are not able to attend a Session, the Course Director will assume it is for an important reason
and a student has thought it through. Therefore the Course Director does not need or wish to
know the reason. But a student should try and notify the Course Director in advance since this
avoids inadvertent cold calls on those not in class.
This degree of preparation being proposed would mean that you would not need to consult in real
time with your readings very much, as you make your points, but integrate and reflect the
readings with ease and rigor. Your peers and the Course Director should be able to assess the
adequacy of your preparation by the content (including terminology used) and insightfulness of
the remarks you make, as is the case with the Course Director observing boards of directors.
To validate this preparation, first, the Course Director will ‘cold call’ and engage in the Socratic
Method, based on asking and answering questions to stimulate critical thinking and illuminate
ideas and concepts.
Second, you will be required to submit to the Course Director at the beginning of each Session a
one to two page critical reflection on the readings, without external assistance or collaboration of
any kind in the write-up phase (pre-write up collaboration is encouraged). Whenever a case is
executed, a summary of the case (key issues, analysis, recommendation and implementation)
should be included within your one to two pages. These reflective critiques shall be submitted at
the beginning of each Session (with the exception of Session 1) and constitute 7.5 of the 15
points of your participation grade. In this fashion, it is not possible to attend class without
thorough preparation, or at least students are sufficiently dis-incented from doing so. Please use
12-point, Times New Roman font, double spacing and one inch margins.
For clarity purposes, a “critical reflection” does not mean a summary, but rather: (i) a heightened
level of objective, independent analysis; (ii) an informed, insightful synthesis and critique of
positions, assumptions and divergent views and arguments; (iii) an integration and positioning
within a larger context; and (iv) any action, advice or recommendation emanating from your
reflective critique.
Contribution: Your remaining participation grade (7.5 of 15 points) will comprise your
“contribution,” which will be assessed by yourself (i.e., self assessment), your peers collectively,
and by the Course Director, at and after the last Session.
All TSX-listed boards are advised to assess the effectiveness and contribution of each individual
director. Students should similarly be subject to self and peer scrutiny. Your “contribution” in
the context of this course includes:
(i) demonstration of integration of readings, cases and other course materials;
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(ii) listening to, responding to, building upon, and constructively challenging what
your colleagues and Course Director are saying to advance the discussion
collectively and cooperatively;
(iii) promoting a classroom environment of inclusiveness, respect, professional
courtesy, tolerance and encouragement of participation;
(iv) impact and influence;
(v) demonstrating oral topic leadership and insight commensurate with your
knowledge, skills or experience (as applicable) to bear on issues discussed;
(vi) demonstrating written topic leadership in importing new insight and knowledge
from outside the class (including articles or information as applicable) to bear on
issues discussed; and
(vii) leadership within Group discussions.
You will be self and peer-assessed on the foregoing areas in the last Session.
Participation grades should not be comparative (i.e., in relation to other students), but rather
objective, based on the foregoing criteria (attendance, preparation and contribution), for a total of
15% of your course grade.
Lastly, in terms of over- or otherwise problematic participation, if this should occur, this
individual(s) will be limited to three questions/comments per class and possibly fewer, or
otherwise addressed by the Course Director. The foregoing is unlikely to occur but has in the
past in corporate governance courses the Course Director has taught.
Use of Technology During Class for Non-Class Purposes
One of the three themes of this course is engagement. There is research evidence underscored by
corporate governance scholars of the inability to concentrate adequately on multiple items
simultaneously (e.g., “multi-tasking”), through the use of technology or other forms of
distraction during activities (e.g., engaging in meetings, driving a car, piloting an airplane, etc.).
In addition, in the words of one director, in respect of the use of technology during meetings,
“It’s bad form— rude and disruptive.” Boards of directors and other groups are therefore
beginning to institute policies banning the use of personal electronic devices (e.g., smartphones
and the like) from activities requiring focus, lack of distraction, and a socially shared acceptance
of a common purpose (including banking boards). A boardroom, courtroom or classroom with a
dedicated purpose and outcome is no different – in this respect –, and a student’s (and therefore,
students’ and the Course Director’s) ability to be fully engaged and not distracted is
compromised by the use of these devices for non-course related, non-emergency purposes (e.g.,
emails, texting, web-surfing). The mental lapse in attention means you cannot contribute or
reflect as effectively. Breaks during Sessions will be reasonable enough such that email can be
checked and phone calls can be made. Students may not, therefore, use the foregoing technology
in the above prescribed manner.
The use of laptops, however (or similar items for document-viewing or note-taking as technology
evolves, e.g., Apple® iPad™, Blackberry® Playbook™), is permitted and encouraged if this is a
student’s learning preference within a classroom setting. However, similar to the guiding
16
principle and practices above, and in conformance with one of the three guiding principles of this
course (engagement), your laptop may not be used for non-course related purposes, such as
answering emails or web-surfing, as these activities are distracting to yourself, peers, and the
Course Director, and detract from your and others’ learning. It may be possible that the class
(through the Course Director) may require the use of your laptop (to look up a fact or consult a
website) and the Course Director may call on a laptop-user to assist in real time if possible, for
this course-related purpose.
Using personal electronic devices or otherwise to record the Course Director is not permitted
under any circumstances.
As a courtesy to Guest Speakers, who may not be accustomed to laptop use when they speak,
you are kindly requested to close your laptops during visitor sessions, unless advised otherwise
by the Course Director.
For clarity purposes, the use of personal electronic devices for emergency purposes (e.g.,
medical emergency) is always permitted.
2. Group Presentation and Report
Next, the Group Presentation and Report is worth 15% of your course grade.
It is due at an individual Session occurring between Sessions 4 through 11. The subject matter
for the presentation and report could be:
(i) the assigned readings for that Session;

(ii) a particular topic of group of topics for that Session (see “Topics, Concepts or
Principles” within each Session in the Expanded Outline, below);
(iii) a case that is being analyzed for that Session; or
(iv) the topic of an individual student’s Research Paper. (Research Papers are to be
completed on an individual basis, however.)
Organization into Groups: Students are required to self-organize into groups at Session 1 or
Session 2 for the purpose of the Group Presentation and Report. The ideal size for a Group in
this context is two, or three students at the outer limit. You should also prepare for Sessions
throughout the course with the support of your Group established through collaborations or
relationships you form within or outside the class. Group and team-based skills are essential for
effective functioning of boards of directors, senior management teams and professional service
firms.
At or before Session 3, Groups are required to choose the Session at which they intend to present
and their topic, via a one-page document to be submitted to the Course Director on a first come-
first serve basis. It is possible to have two Groups present at the same Session, although we will
try to space the presentations and reporting out. Students are advised to select a topic for their
presentation and report aligned with their career interests and motivations. The Sessions and
topics offer a wide variety of latitude.
17
You should treat the Group Presentation and Report as though you are presenting to a board of
directors and seeking approval for a particular course of action (e.g., you are management), or
you are advising a board or a committee on a particular matter (e.g., you are a lawyer, auditor,
investment banker, compensation consultant, search firm, governance advisor, etc.). Classmates
are to constitute the board of directors who will constructively challenge your position and
report. Guest speakers may also be present.
Contribution by Group Members: All group work should represent relatively equal inputs of
all members and the final product should reflect the work of all participants. The presentation
should be completed as a group effort, which is to say each member presents. Each member of
the Group will receive the same grade as others on the Group work. Any member of a Group is
entitled to provide confidential feedback to the Course Director (if he or she wishes) as to the
relative contribution of any Group member.
Peer Assessment of Group Presentations: A student’s grade (15%) for the Group Presentation
and Report will be based on materials provided, delivery, and response to Course Director and
peer questions. Your peers will also assess your presentation, based on the foregoing criteria
(materials, delivery and response to questions), and submit one-page documents to the Course
Director (more details will follow) at the Session at which your Group presents to the class. The
Course Director will provide feedback to a Group (or individual member in private session)
orally and in writing, for learning and developmental purposes. Peer reviews of Group
Presentations and Reports are to be submitted to the Course Director in confidence. In other
words, the Course Director will take efforts to preserve anonymity of peer feedback. (The
process is similar for a board of directors submitting assessments of the board or individual
directors to the Course Director, in which the anonymity of the respondent is preserved, and the
individual directors receive constructive feedback from the Course Director.)
Group Presentations and Reports, within each Session, are: to (i) take 10 minutes to present,5 and
(ii) be followed by 5-10 minutes of questions and answers, with (i) and (ii) to occur sequentially
or simultaneously, as the Group prefers (15-20 minutes maximum in other words).
The Course Director will take steps (e.g., managing expectations orally and ensuring the Class is
“warmed up” at the outset) to ensure performance and feedback are managed so Groups who
present earlier or later in the process are treated equally to the fullest extent, and do not feel
disadvantaged in presenting earlier or later, in other words. Given that groups and classes tend to
congeal over time, the Course Director will make appropriate adjustments with a view to
promoting equitable treatment of Groups.
The deliverables for the Group Presentation and Report are as follows:
5
This time period is not anomalous. Presentations at board meetings are often limited in time. The author recently
was at a two day conference of several dozen corporate governance academics where each person had 10 minutes to
present their work, including questions.
18
Deliverables to the Course Director
(i) A copy of the PowerPoint® slides (or notes) of the Presentation;

(ii) A 3-5 page, double-spaced Report on the corporate governance readings, topic,
concept, principle, or case presented;
(iii) Any issues, questions, advance materials or pre-readings that you might wish to
submit to focus the discussion; and
(iv) Any other supporting materials (hard or soft copy).6
All materials are to be submitted as Word or PowerPoint® files, with the exception of items (iii)
and (iv). Save all your files as back ups until the course is complete. On the first page of the
Report, please put the title of the presentation and Group members’ names and contact
coordinates.
Students are welcome to use their own laptop for the presentation, bring a USB key as backup, or
email the presentation to the Course Director and the Course Director’s laptop can be used (least
preferred).
Deliverables to the Class
(i) A 3-5 page, double-spaced Report on the corporate governance readings, topic,
concept, principle, or case presented, in sufficient numbers for each student; and
(ii) Any issues, questions, advance materials or pre-readings that you might wish to
submit to focus the discussion.
A member (or all members) of each Group is required to meet or communicate with the Course
Director at the Session prior to their Presentation and Report to discuss the presentation.
3. Research Paper Proposal
This item is the third component of your grade. The Research Paper Proposal is worth 15% of
your course grade. The Research Paper Proposal includes a proposal document submitted to the
Course Director, brief remarks to the class about your Paper, and a peer dimension as well.
All Research Paper topics must be chosen by Session 5 and receive Course Director approval.
To provide early and meaningful feedback, a two-page, double-spaced Research Paper Proposal
must be submitted in class at Session 5 to the Course Director. Please include your email
address and telephone number.
Students’ Research Paper Proposals will be evaluated on the following criteria:
(i) a brief description of the proposed topic;

(ii) a research question or issue;
(iii) a preliminary literature review;
(iv) a methodology or approach to the topic;
6
Students may use York University’s Dropbox, located here.
19
(v) any preliminary research findings or insights; and

(vi) potential implications (theoretical/academic and practitioner/policy).
Research Papers may be empirical, conceptual, review or perspective in nature. See here for
definitions of these terms.
For any research involving human subjects, students are required to complete the requirements
set out under the “Ethics Review Process,” below. Please consult with the Course Director for
further guidance.
Research Paper Proposal: Class Presentation and Peer Review
At each of Sessions 5 and 6, dedicated time will be set aside to permit each student to give a
class overview of no more than 5 minutes summarizing and commenting on their Research
Paper Proposal, followed by a few minutes of peer questions/suggestions in-class discussion.
Experience has shown that it is exceedingly difficult to keep a presentation to five minutes.
Accordingly, please time your presentation and try not to go overtime.
In this manner, peer critique and learning about one another’s work is possible, as well as
receiving constructive feedback from colleagues who may possess knowledge, experience or
insight.
Students are encouraged (but not required) to share copies of their Research Paper Proposal in
advance with their peers. Peers are encouraged to offer constructive feedback.
4. Research Paper
The Research Paper is worth 55% of your course grade.
Students must complete a well-researched, focused paper to fulfill this remaining 55% of the
final grade in this course, incorporating in part the guidance provided at the Research Paper
Proposal stage. The Research Paper is to be submitted by the deadlines and according to the
submission protocol laid out earlier.
The framework set out in the Research Proposal Presentation is designed to give students
maximum flexibility, but at the same time ensure rigor and quality.
Here are helpful remarks concerning the quality of and approach to the Research Paper:
(i) Tailored Approach: The approach students take will in part be dependent on the
scope of the topic and analytical models and literature pertaining to it;
(ii) Defining the Scope of Your Topic: At the section entitled “Topics” below,
students will find a list of recommended topic areas. Others are also possible.
Students’ tasks will be to arrive at a further specification of the topics. Topics
should be well-defined at the outset.
20
(iii) Literature Review: Your analysis of your topic requires a review of the extant
literature, including the recent and relevant writings and reports of researchers,
practitioners, policy-makers and other stakeholders. The library guest speakers
will provide excellent guidance on researching your corporate governance topic.
(iv) Critical Reflection: Once your literature review is done, all topics require critical
analysis and engaged discussion of theories, policy controversies, practices that
may result, gaps, inconsistencies, shortcomings, counterarguments and/or
opportunities. This critical assessment stage constitutes part of your findings or
insights. If your paper is empirical, your data should be presented here,
accompanied by critical review. As a critical reflective practitioner, this step is
very important. It may call for you as a researcher to adopt a position on the issue
or topic you have examined, which could mean defending, developing, proposing
or criticizing a model, theory or approach, or advocating for or against a policy
change, for example (within the next section). This step could be very powerful
and is contingent on one’s ability to be critical, reflective, innovative, think about
things in a different way, and could lead to robust implications, impact, change
and reform.
(v) Implications: Criticism, by its very nature, destroys knowledge or myths. By

destroying knowledge in the step (iv), new knowledge is created and society
progresses. Therefore, your earlier step – critical reflection – must involve
creation (“creative destruction”7). Your conclusions, recommendations,
limitations and implications of your findings and/or insights (“creation”) should
now be fully discussed and explored. Given the topics, most papers are likely to
include a balance between policy/practice and academic/theoretical implications.
This is also a very powerful step, as it builds on the criticism of the earlier step, in
a positive way.
The over-arching theme of this course is critical reflection, and your Research Paper
should reflect this, as the above guidance has attempted to do.
Format of the Research Paper: In terms of technical requirements and format, all Research
Papers must:
(i) be double spaced;

(ii) be left justified with one inch margins;
(iii) be numbered in the top right hand corner;
(iv) use 12-point Times New Roman font for the main body and 10-point Times New
Roman font for the footnotes;
(v) contain proper citations (e.g., that used in Corporate Governance: An
International Review);
(vi) use direct URL references whenever possible or practicable;
7
This term was coined by Joseph Schumpeter in his work “Capitalism, Socialism and Democracy” (1942).
Generally, this phenomenon it thought to occur when something new destroys something older (e.g., knowledge).
21
(vii) contain footnotes rather than endnotes;

(viii) contain a bibliography of articles and other sources consulted;
(ix) include hard or soft copies of supporting materials submitted to the Course
Director (in the student’s discretion) for learning and continuous development of
the course purposes;
(x) comply with the Ethics Review Process (see below) if the Paper contains
interaction with human subjects, including, for example, questionnaires, surveys,
interviews or observation; and
(xi) be at least 6,000 words (6,500 word maximum), or 20 about double-spaced pages,
excluding the footnotes and bibliography. The word count of all text excluding
footnotes, appendices and bibliography must be provided on the last page of the
paper.
Late papers will not be accepted. However, where a student believes that his/her performance
will be significantly impaired due to medical, compassionate or equitable grounds, the student
can request permission to submit the paper on an extended basis. This request must be made to
Student Services as soon as reasonably practicable.
Research Paper Topics
What follows below is a tentative list of current corporate governance topics (in no particular
order and non-exhaustive) on which you may research and write your Research Paper. Some
topics below are self-explanatory and some are deliberately vague in order to enable you to
develop your own thoughts on the topic. You may select another topic with the Course
Director’s approval.
The issues below are complex, with multiple assumptions, causes and effects. An effective
Research Paper will address the underlying competing issues and interactions.
• Assessment of corporate governance (or board effectiveness more specifically) in a particular

industry, sector or organization (see Ethics Review Process, below, for research involving
human subjects);
• A ‘meta-analysis’ of a particular topic or area in corporate governance;
• Achieving risk adjusted compensation for financial institutions;
• Governance of stakeholder relations in a complex organization (e.g., hospital or university);
• A reflective critique on a theme from the readings in this course;
• Reflective writing project: A research or project journal (see the Course Director for further
guidance);
• Achieving “combined assurance” from a governance perspective;
• The relationship between effective corporate governance and corporate financial
performance;
• Assessing proxy advisors: research support for metrics chosen and conflicts of interest;
• The pros and cons of proxy access (or shareholder democracy more broadly);
• A response to the SEC’s study of “proxy plumbing”;
• Governance of conflicts of interest (including examining the 2008 CSA proposals, or in a
particular industry, e.g., mutual funds);
22
• A study of performance metrics in a particular industry (or performance metrics more

broadly);
• Identifying and overcoming roadblocks to enterprise risk management;
• Governance of a particular material risk (e.g., reputation, sustainability, operational,
financial, etc.)
• Governance of financial institutions after the GFC;
• Development of a corporate governance ratings system or criteria; or evaluating the
governance practices of an existing firm (see Ethics Review Process, below, for research
involving human subjects), justifying your components and how they will be operationalized;
• The role of the outside director in a corporation with a significant shareholder who also
manages;
• The 2008 CSA Corporate Governance proposals: A critique, or an in-depth analysis of a
specific principle(s);
• Separation of Chair and CEO roles in the US under the new SEC disclosure requirement:
Effective governance or an over-emphasis on structure?
• A majority of outside directors: Effective governance or an over-emphasis on structure?
• An assessment of board decision-making, or a specific component thereof (e.g. group-think,
undue influence, ineffective leadership, relations with management, etc.);
• Effective board and/or director assessments;
• The role and impact of institutional shareholders (or retail shareholders, hedge funds or
private equity) upon corporate governance;
• The role of the board during corporate takeovers: to whom is the duty owed?
• The role of the board during financial distress;
• The role of the board in family-controlled or smaller, closely-held firms;
• Directors, “liability chill” and the due diligence defence;
• An analysis of director compensation;
• The board’s role in the governance of executive compensation;
• Board oversight of executive compensation: profit sharing, or pay for performance? Discuss;
• Board demographics, racial and gender diversity: A commentary on key issues;
• Achieving board diversity: Quotas or disclosure?
• The board’s role in strategic planning;
• The board’s role in sustainability planning;
• Financial and/or non-financial reporting and disclosure: Trends and issues; or a more specific
issue;
• Governance of complex derivative products;
• The Volcker rule: a discussion from a governance perspective;
• Governance of credit rating agencies;
• Implications of regulatory intrusions into corporate governance and private ordering;
• Whistle-blowing provisions under Dodd-Frank: Good idea or a bounty?
• Implementing an effective “Say-on-Pay” regime – key considerations;
• The role (and governance) of board or committee advisors (or assurance providers more
narrowly);
• The board’s role in information technology governance (or information technology applied to
governance, e.g., board portals);
• The board’s role in management succession planning;
23
• The role of boards in public sector organizations, such as universities, hospitals and crown
corporations, or a more specific topic in this area;
• The role of boards in non-for-profit organizations, or a more specific topic in this area;
• The board’s role in business ethics and compliance programs; and
• The responsibility of the board is to all shareholders or all stakeholders? Discuss
thoroughly, given the BCE case;
• The Citizens United case decided by the US Supreme Court: Governance
implications?
Major Research Papers
For MFAc students interested in pursuing, or pursuing, the Major Research Paper (MRP) option,
which is an independent research project leading to a major research paper relating to financial
accountability, and interested in corporate governance as a topic area and the Course Director
potentially serving as a First Reader or Second Reader (after completion of AK/FACC 6180 3.0
Research Methods), they are encouraged to speak to the Course Director, in conjunction with the
Graduate Program Director.
Ethics Review Process
Research involving humans is a methodological approach to studying boards of directors that can
yield robust data and findings. The Course Director has experience in this regard and can advise
any student interested in doing undertaking this type of research as a basis of their Research
Paper, including in respect of the research protocols below.
In compliance with Faculty of Graduate Studies regulations, please see the following, and in
particular section “3.1 Procedures for graduate courses and Major Research Papers involving
unfunded minimal risk research,” and complete form TD2. Forms should be submitted, as far
ahead of the planned commencement of research as possible, to the Graduate Program Assistant
for approval by the Program Research Ethics Committee to determine whether or not the
research is minimal risk. The form requires students to attach their Informed Consent forms or
procedures. A sample Informed Consent Form is available here or from the Graduate Program
Assistant.
For a Major Research Paper (MRP), students must submit a completed “human participants
protocol package” to their MRP supervisor for review. Once the supervisor signs off on the
package, it is forwarded to the Graduate Program Assistant for submission to the Program
Research Ethics Committee.
PLEASE NOTE: Prior to conducting their research, students are required to complete the Tri-
Council Policy Statement: Ethical Conduct for Research Involving Human (TCPS) tutorial, here.
Grading Criteria and Feedback
Throughout this detailed syllabus, the Course Director has been explicit and transparent
regarding expectations and grading criteria for each item contributing to students’ final course
grade. The Course Director endeavors to provide early, comprehensive, detailed and actionable
24
feedback, electronically, in writing, telephonically and/or in person. Written feedback on hard

copies of students’ work will be provided to the Graduate Program Assistant (or otherwise) or to
students directly. The Course Director will comply with all applicable final grade system and
profile requirements. Final course grades may be adjusted to conform to Program or Faculty
grades distribution profiles.
Having had the benefit of experience of serving on (and chairing committees of student appeals)
the Senate Appeals Committee of the University, the Course Director will take all reasonable
steps to document the application of transparent standards to all students, such that any review or
second opinion may be undertaken by an independent colleague or committee if or when
necessary, and that student and faculty due process rights are respected.
Any student who seeks additional feedback or explanation on any graded portion of this course is
encouraged to communicate with, and request further input and feedback from, the Course
Director. If it becomes necessary, the student is entitled to utilize the appeal processes and
comply with requisite requirements (e.g., a significant error or unfairness in the assessment of
the grade, a defect in the evaluation process, or other applicable grounds for appeal).
One Minute Paper to Evaluate the Course Director
Mid-way through the course, the Course Director intends to solicit a simple “one-minute paper”
with four questions on: (i) what is good or not good about the course (two questions), and (ii)
what is good or not good about the Course Director (two questions). All feedback submitted is
anonymous and is for the purpose of addressing promptly any mid-course corrections, rather than
waiting until the course is over when it is too late.
Course Materials
Administrative and other course materials will be available through a website that will be
accessible soon. As with corporate boards moving towards board portals and electronic delivery
of documents, rather than having a paper-based course kit (restricted to only three or five
hundred pages for example), or having readings lodged at a library, students in this course will
be able download all readings, be able to read them digitally from their desktop, laptop, tablet or
smartphone, and will be able to print only what they wish according to their learning
preferences.8 The Course Director will expect students to refer in real time to required readings
during the Sessions.
The cost to end-users (e.g., a course kit vs. the cost printing judiciously what you wish) will be
similar, but the scope of selection of digital readings will be much greater, and will be better for
the environment in the aggregate. Distributing large course binders requires significant logistical
and printing costs for universities, and therefore to end-users. Board portals provide just-in-time
delivery, ease preparation burdens, and enable greater reading time, categorization, access and
flexibility for directors. These advantages are similar at universities. It is not the case that not
receiving everything in hard copy format means a decline in value-for-money.
8
If a student has trouble downloading (slow internet connection), the student should right click on his or her mouse
after hovering over or highlighting a link, on the Word copy of this Course Syllabus that your Course Director
provides you, and copy and paste the URL directly into the student’s web browser.
25
Text
The required text that will be used for this course is Reinier Kraakman, et al., The Anatomy of
Corporate Law: A Comparative and Functional Approach, 2nd ed. (Oxford University Press,
2009), which is intended to be available at the York University Bookstore, the Materials
Distribution Centre, or can be purchased from Amazon.ca.
Cases and Readings to Purchase from Harvard Business School
Cases, vignettes and incident analyses are critical to analysis and application. The following
eleven (11) cases and readings are required to be purchased and downloaded directly (online) by
each student9 from the Harvard Business School. The Course Director has created a course room
entitled “Corporate Governance” at the following link. Each student may purchase the following
cases and readings at a reduced rate of US$3.95, discounted from the usual rate of $6.95. The
Article Collection below (fourth last bullet point) sells for $7.30. These cases and readings will
be required reading, and will be used to support cases or other topics in certain instances.
Harvard Business School cases and readings to be purchased by students include the following:
• Kelley School of Business, “Recurring failures in corporate governance: A global

disease?” (BH356), 2009 (for use in Session 2);
• Harvard Business Review, “Six Ways Companies Mismanage Risk” (R0903G), March
2009 (for use in Session 4);
• Harvard Business School, “Enterprise Risk Management at Hydro One” (9-109-001),
July 23, 2008 (for use in Session 4);
• Harvard Business School, “The Role of the Audit Committee in Risk Oversight” (9-409-
016), June 23, 2009 (for use in Session 5);
• Harvard Business Review, “The Audit Committee’s New Agenda” (R0906K), June 2009
(for use in Session 5);
• Kelley School of Business, “Corporate governance reforms in China and India:
Challenges and opportunities” (BH264), 2008 (for use in Session 5);
• Asia Case Research Centre, “Corporate Governance Failure at Satyam [India]”
(HKU889), 2010 (for use in Session 5);
• Harvard Business Review, Article Collection: “Evaluating the CEO,” “What to Ask the
Person in the Mirror” and “In Praise of the Incomplete Leader” (Product 12163), October
2008, January 2007, February 2007 (for use in Session 6);
• Kelley School of Business, “Ethical choices in the design and administration of executive
compensation programs” (BH 238), 2007 (for use in Session 6);
• Rock Center for Corporate Governance, Stanford Graduate School of Business,
“Corporate Governance Ratings: Got the Grade… What was the Test?” (CG-08), October
2007 (for use in Session 7); and
• MIT Sloan Management Review, “The Change Leadership Sustainability Demands”
(SMR355), Summer 2010 (for use in Session 8).
9
HBS enables the Course Director to access (if desired) the identity of students who purchase the above materials.
26
Required and Supplemental Readings (Legislation, Articles and Reports)
There has been an “explosion” of new materials and approaches on corporate governance since
the GFC. We will deal with a salient (or very robust international) sampling of these that are
more than adequate to deal with this topic in a very confident manner.
There will be required and supplemental readings.
Required readings include publicly available materials on the World Wide Web, accessible via
URLs embedded within readings within this course outline. Almost all of the publicly available
articles and reports can be downloaded without registration, but a couple of them may require
you to register.
Required readings that are not freely available also include PDF or .doc soft copies made
available on a protected website, accessible by a Passport York student account. Copyright
permission for these non-publicly available materials has been sought and received by the
Course Director for the express educational purpose of this particular course. This means that
these readings may be accessed only by duly registered students for this course and for no other
purpose other than fulfilling course-related requirements. They may not be distributed or
duplicated beyond individual use by the student. Several of these materials are specialized and
highly proprietary in nature, for which special permission has been granted to the Course
Director, and may not under any circumstances be transmitted to any person or entity after being
downloaded by students. Students are expected to comply with the foregoing. Please see the
section on Intellectual Property in this detailed syllabus or speak with the Course Director if you
have any questions or concerns. Only students (and no other stakeholders) are permitted access
to these materials.
In addition, you may receive soft and/or hard copies of handouts and URLs from the Course
Director throughout the Sessions as governance topics, concepts and principles emerge.
Supplementary readings (from the Course Director’s research library) and recommended
websites (from the Course Director’s blog) will include potential further resources for course
deliverables, including your Group Report and Research Paper.
Guest Speakers
The caliber of the Guest Speakers who have agreed to generously give of their time to contribute
to this course is outstanding. They provide highly specialized expertise.
Schedules are tentative and subject to further confirmation.
Guest Speaker Position, Institution Session, Topic

Business and Information Session 1: Library Resources
Sophie Bury Literacy Librarian, Bronfman and Developing Your
Business Library; Research Paper
27
Vice President, Internal Audit Session 4: Case: Enterprise

John Fraser and Chief Risk Officer, Hydro Risk Management at Hydro
One Inc. One
Session 11: Governance, From
Partner,
Catherine Bromilow the Perspective of an Auditor
PricewaterhouseCoopers LLP
and Governance Advisor
28
Corporate Governance Winter 2011 Block Outline

Part 1: Introduction: Corporate Governance
Session 1 The Global Financial Crisis of 2007-09: Its Antecedents and Consequences
Formation of Groups
Session 2 Legal and Regulatory Environment of Corporate Governance
Formation of Groups
Session 3 Governance in Financial, Non-Financial, State-Owned and Not-for-Profit Sectors
Part 2: Roles and Responsibilities of Boards of Directors and Board Committees
Session 4 Approving Strategy and the Governance of Risk:

Risk-Adjusted Strategy, Profile, Appetite and Reporting
Group Presentation and Report (Sessions 4-11)
Session 5 Financial Oversight and Reporting:
Auditing, Internal Controls and Compliance
Research Paper Proposal Presentation and Peer Review
Session 6 Governance of Executive Compensation Arrangements:
Organizational Performance, Executive Compensation and Succession Planning
Research Paper Proposal Presentation and Peer Review
Session 7 Nominating and Governance:
Board Member Selection, Competencies and Evaluations
Session 8 Governance of Sustainability and Stakeholder Relations:

Climate Change, Communities and Social Responsibility
Part 3: Shareholder, Management and Advisory Roles and Responsibilities
Session 9 Shareholder Powers and Investor Protection:

Proxy Access, Institutional and Minority Shareholders and Engagement
Session 10 CEO, CFO and Other Senior Management Accountability:

Delegation of Authority, Relationships and Reporting
Session 11 Board and Committee Assurance Providers and Other Advisors:

Selection, Funding, Relationships, Reporting and Accountability
Part 4: Governance in Special Circumstances

Significant Shareholders, Conflicts of Interests, Crisis and Financial Distress
Peer Assessment of Participation
Part 5: Conclusion
Session 12b The Future of Corporate Governance

Submission of Research Papers
29
Corporate Governance Winter 2011 Expanded Outline

Sessions: Topics, Readings, Cases, Websites and Guest Speakers
Part 1: Introduction: Corporate Governance
Session 1 The Global Financial Crisis of 2007-09: Its Antecedents and Consequences
Topics, Concepts and Principles:
Epistemology • ontology • interpretive paradigm • methodology • agency theory • resource

dependency theory • stewardship theory • separation of ownership and control • limited liability
• corporation as “nexus of contracts” • shareholder wealth maximization • externalities •
independent directors • risk management • complex securitization • CDOs • mortgage
originators • investors • compensation plans • default correlation and stress tests • role of board.
Required Readings:
MIT Sloan Management, “The Global Financial Crisis of 2008-2009: The Role of Greed, Fear
and Oligarchs,” July 22, 2009.
Dalton, D.R., Hitt, M.A., Certo, S.T., & Dalton, C. M. 2007, “The fundamental agency problem
and its mitigation: Independence, equity, and the market for corporate control,” The Academy of
Management Annals, 1:1-64;
Basel Committee on Banking Supervision, “Principles for enhancing corporate governance,”

October 2010.
Supplemental Readings (e.g., Group Report, Research Paper, interest):
Kraakman, et al., Chapter 1, 2;
Hull, J., “The Credit Crunch: What Went Wrong? Why? What Lessons Can Be Learned,”
presentation at the Rotman School, November 2008;
International Corporate Governance Network, “Second Statement on the Global Financial

Crisis,” 23 March 23 2009;
OECD Steering Group on Corporate Governance, “Corporate Governance and the Financial
Crisis: Conclusions and emerging good practices to enhance implementation of the Principles,”
17 February 2010;
Rotman School of Management, The Finance Crisis and Rescue (Toronto: U of T Press, 2008);
S. Keshav, “How to Read a Paper”;
30
Denzin, N.K., and Lincoln, Y.S., eds., The Sage Handbook of Qualitative Research, 3rd ed.
(Thousand Oaks, CA: Sage, 2005);
Recommended Websites (e.g., Group Report, Research Paper, interest):
Bronfman Business Library, “Corporate Governance Research Guide”;
Financial Crisis Inquiry Commission
U.S. Department of the Treasury, FinancialStability.gov
Social Science Research Network, Corporate Governance Network
European Corporate Governance Institute
Stanford Law School, Arthur and Toni Rembe Rock Center for Corporate Governance
Millstein Center for Corporate Governance and Performance
Corporate Governance: An International Review
International Journal of Disclosure and Governance
Guest Speaker:
Sophie Bury, BA, MLIS, Business and Information Literacy Librarian, Bronfman Business
Library, Schulich School of Business;
Topic: Library Resources and Developing Your Research Paper.
Session 2 Legal and Regulatory Environment of Corporate Governance
Dodd-Frank • consumer and investor protection • Volcker rule • fiduciary role of the board •
“best interests of the corporation” • duty of care and duty of loyalty • listing standards •
statutory obligations • enterprise vs. personal liability • due diligence • business judgment rule •
externalities • conflicts • regulatory capture • evaluation of corporate governance practices •
guideline vs. principles.
Required Readings:
Kelley School of Business, “Recurring failures in corporate governance: A global disease?”

(BH356), 2009;
31
Senate Committee on Banking, Housing and Urban Affairs, Dodd-Frank Wall Street Reform:
Conference Report Summary.
Financial Reporting Council, “The UK Corporate Governance Code,” June 2010.
Walker, David, “A review of corporate governance in UK banks and other financial industry
entities, Final recommendations,” 26 November 2009.
Dodd-Frank Wall Street Reform and Consumer Protection Act (Enrolled Bill [Final as Passed
Both House and Senate] – ENR) [H.R. 4173.ENR]
European Commission, “Commission Staff Working Document, Corporate Governance in

Financial Institutions: Lessons to be drawn from the current financial crisis, best practices,” 3
June 2010.
Securities and Exchange Commission, Final Rules
Financial Reporting Council
Delaware Chancery Court Opinions
European Commission, Corporate Governance Forum
Session 3 Governance in Financial, Non-Financial, State-Owned and Not-for-Profit

Sectors
Banking governance • Basel • FSB • supervisor • peers • origination standards • securitization

and complex products • derivatives • mortgage reforms • capital • credit rating agencies • SOEs •
boards in highly regulated environments • deputy ministers on boards • universities and hospitals
• serving as a trustee of a not-for-profit board, charitable or social organization • donor
stewardship • to whom is the duty owed? • conflicts between volunteers and paid staff.
Required Readings:
Please read the following three excellent documents, written by a leading US law firm, in
preparation for thinking about your Group Presentation and Report, and Research Paper. Note
that students are reaching ahead on these topics (risk, audit and compensation) in the interests of
prompting student thinking and research planning. These readings will also warm students up
for the next three Sessions, to follow.
32
Wachtell, Lipton, Rosen & Katz (authors omitted from citation), “Risk Management and the
Board of Directors,” November 2009;
Wachtell, Lipton, Rosen & Katz (authors omitted from citation), “Audit Committee Guide,”
2010;
Wachtell, Lipton, Rosen & Katz (authors omitted from citation), “Compensation Committee
Guide,” 2010;
Leblanc, R., and Lindsay, H., “20 Questions Directors of Not-For-Profit Organizations Should
Ask About Board Recruitment, Development and Assessment,” CICA, 2010;
Watson, E., “20 Questions Directors Should Ask About Crown Corporation Governance,” CICA,
2007;
American Red Cross, “Governance for the 21st Century: A Report of the Board of Governors,”
October 2006;
Financial Stability Board
Basel Committee on Banking Supervision
U.S. Senate Committee on Banking, Housing & Urban Affairs
House Committee on Financial Services
Financial Services Authority
Part 2: Roles and Responsibilities of Boards of Directors and Board Committees
Session 4 Approving Strategy and the Governance of Risk:

Risk-Adjusted Strategy, Profile, Appetite and Reporting
Strategy • opportunity • approval • bench strength • execution • link to tenure and compensation •
risk management • crisis planning • systemic risk • contagion • liquidity • market • operational •
reputational risk • stress testing • counterparty • appetite • profile • control functions •
compliance • scenarios • limits • ERM • CRO • registers • bad-tails • gross and residual risks •
flags • scanning • dashboards • reporting • culture • behavior • oversight • assessment.
33
Required Readings:
The Senior Supervisors Group (“SSG”) document on overseeing banking risk, is very detailed.
ERM (Enterprise Risk Management), to do it right, is equally complex. The SSG document and
the case on ERM at Hydro One should consume most of students’ reading time. Students should
use the HBR article (listed first below) to get warmed up.
Harvard Business Review, “Six Ways Companies Mismanage Risk” (R0903G), March 2009;
Senior Supervisors Group, “Risk Management Lessons from the Global Banking Crisis of 2008,”
21 October 2009.
Fraser, J.F., and Simkins, B.J., eds., Enterprise Risk Management: Today’s Leading Research
and Best Practices for Tomorrow’s Executives (Hoboken, NJ: Wiley, 2010);
International Corporate Governance Network, “ICGN Corporate Risk Oversight Guidelines,”

2010.
Lindsay, H., “20 Questions Directors Should Ask about Risk,” 2d. ed., CICA, 2006;
Case:
Harvard Business School, “Enterprise Risk Management at Hydro One” (9-109-001), July 23,
2008;
Columbia Business School ideas@work, Risk Management
COSO (Committee of Sponsoring Organizations of the Treadway Commission)
Chief Risk Officers Forum
IT Governance Institute
Institute of Risk Management
International Risk Management Institute
Guest Speaker:
John Fraser, CA, CIA, CISA, Vice President, Internal Audit and Chief Risk Officer, Hydro One
Inc.;
34
Topic: Enterprise Risk Management at Hydro One.
Session 5 Financial Oversight and Reporting:

Auditing, Internal Controls and Reporting
Oversight of financial reporting and risk • oversight of fraud risk • transparency, reporting and
accountability • interface to organization • IT • expertise • ICOFR • oversight of IA and EA •
risk-based IA • tone-at-top really • integrity controls • critiquing management judgment and
estimates • IFRS • self dealing • combined assurance • non-financial risk • CFO • executive
sessions • reporting (all forms) • earnings guidance • insider trading • AC chair • audit
engagement letters • AC assessment.
Required Readings:
National Association of Corporate Directors, Report of the NACD Blue Ribbon Commission,
“Audit Committee Executive Summary: Overview and Recommendations,” 2010;
Harvard Business School, “The Role of the Audit Committee in Risk Oversight” (9-409-016),
June 23, 2009;
Harvard Business Review, “The Audit Committee’s New Agenda” (R0906K), June 2009;
Financial Reporting Council, “Guidance on Audit Committees,” October 2008;
Support Reading (to support case):
Kelley School of Business, “Corporate governance reforms in China and India: Challenges and
opportunities” (BH264), 2008 [in the context of the Satyam case on fraud];
“The Audit Committee,” 2010;
CICA, “Using the Internet in Corporate Reporting: Practical Guidance for Managing Web 2.0
and Social Media,” June 2010;
Braiotta, L., Jr., et al., The Audit Committee Handbook, 5th ed. (Hoboken, NJ: Wiley, 2010);
Leblanc, R., Ivey Business Journal, “Ten Ways to Enhance the Effectiveness of the Audit
Committee,” September/October 2007;
Case:
35
Asia Case Research Centre, “Corporate Governance Failure at Satyam [India]” (HKU889), 2010;
Public Company Accounting Oversight Board
Professional Oversight Board (U.K.)
Financial Accounting Standards Board
Accounting Standards Board (U.K.)
International Accounting Standards Board
American Institute of Certified Public Accountants, Audit Committee Effectiveness Center
KPMG, Audit Committee Institute
Tapestry Networks, Audit Committee Networks
Session 6 Governance of Executive Compensation Arrangements:

Organizational Performance, Executive Compensation and Succession
Planning
Pay-for-achievement oversight • clawbacks • malus • parachutes • handshakes • say-on-/when-

on-pay • SERPs • perquisites • performance metrics • stretching and weighting • risk adjustment
of rewards • payment deferral • negative discretion • tally sheets • internal equity • wealth
accumulation tables • holds • triggers • CIC • internal controls • consultants • CEO relations and
evaluation • succession • CEO reluctance • candidates • tools • roles • when to go in camera •
say-on-pay • dialogue with shareholders • role of Supervisor • CC assessment.
Required Readings (Primary):
Understanding and controlling executive compensation in a complex organization in part

requires understanding what the compensation consultants advise upon, in the context of the
business. The Course Director would like to spend time in this Session focusing on the third
reading. A relative portion of students’ reading time should be dedicated to this document, as
well as understanding what Basel and the Financial Stability Forum (“FSF”) now want (the first
two documents). Students should read Basel and FSF first (they are similar) to get warmed up,
and then tackle the third document below. If you fully understand all three of these documents,
and can critique and apply them, you will be in a position to begin to oversee compensation (and
perhaps negotiate your own (thus more firmly aligning course interests)!). We will also discuss
the two readings ordered from HBS in this Session as well, as a backdrop.
36
Basel Committee on Banking Supervision, “Compensation Principles and Standards Assessment

Methodology,” January 2010.
Financial Stability Forum, “FSF Principles for Sound Compensation Practices,” 2 April 2009;
CompensationStandards.com and TheCorporateCounsel.net, “Tackling Your 2011

Compensation Disclosures: The 5th Annual Proxy Disclosure Conference” & “7th Annual
Executive Compensation Conference,” “Course Materials,” September 20-21, 2010;
Required Readings (Secondary):
Harvard Business Review, Article Collection: “Evaluating the CEO,” “What to Ask the Person
in the Mirror” and “In Praise of the Incomplete Leader” (Product 12163), October 2008, January
2007, February 2007;
Kelley School of Business, “Ethical choices in the design and administration of executive
compensation programs” (BH 238), 2007;
Securities and Exchange Commission, “33-9153 Shareholder Approval of Executive

Compensation and Golden Parachute Compensation, Proposed Rule,” 18 October 2010.
“Performance Metrics: Understanding the Board’s Role,” 2010;
Department of the Treasury, Federal Reserve System and Federal Deposit Insurance
Corporation, “Guidance on Sound Incentive Compensation Policies,” 22 June 2010.
Bebchuck, L.A., and Fried, J.M., “Paying for Long-Term Performance,” Harvard John M. Olin
Discussion Paper Series, Revised April 2010;
Ericson, R.N., The New Standards: Methods for Linking Business Performance and Executive
Pay (Hoboken, NJ: Wiley, 2010);
Financial Stability Board, “FSB Principles for Sound Compensation Practices – Implementation
Standards,” 25 September 2009;
Financial Services Authority, “Reforming remuneration practices in financial services –

Feedback on CP09/10 and final rules,” August 2009.
Conyon, M., et al., Fondazione Rodolfo De Benedetti, “The Executive Compensation

Controversy: A Transatlantic Analysis,” Working Draft 24 May 2010, presented at the Annual
FRDB conference, 29 May 2009;
37
Siamoulis, D., Senior Executive Assessment: A Key to Responsible Corporate Governance

(Chichester, West Sussex: Wiley, 2009);
Robertson, R., Ivey Business Journal, “Recruiting Your Next CEO: Practical Advice for
Canadian Boards,” May/June 2008;
Lipman, F.D., and Hall, S.E., Executive Compensation Best Practices (Hoboken, NJ: Wiley,
2008);
Kay, I.T., and Van Putten, S., Myths and Realities of Executive Pay (Cambridge: Cambridge U.
Press, 2007);
Swain, J. and Turpin, W., Ivey Business Journal, “The New World of CEO Succession,”
September/October 2005;
Bebchuk, L.B., and Fried, J.M., Pay Without Performance: The Unfulfilled Promise of Executive
Compensation (Cambridge: Harvard U. Press, 2004);
CompensationStandards.com
European Corporate Governance Institute, Executive Remuneration
Harvard Business School, Working Knowledge, Compensation
Independent Directors Executive Compensation Project, Resources
AFL-CIO, Executive PayWatch
Session 7 Nominating and Governance:

Board Member Selection, Competencies and Evaluations
Leadership structure • independence • size • selection practices • shareholders • competencies

and attributes • diversity • significant influence functions • fit and proper • regulatory interviews
• non-technical behaviours • governance documentation • roles and responsibilities • training •
reporting • resources and advisors • chair succession planning • director removal • director
compensation • share ownership • evaluation • effectiveness.
Required Readings:
“Foreward to the 2010 Edition: Board Evaluation: Holding a Mirror to Progress,” 2010;
38
National Association of Corporate Directors, “Template for Disclosure of Director Skills and
Attributes,” August 27, 2010;
Leblanc, R., “Getting the Right Directors on Your Board,” in Conger, ed., Building Leaders
Across Your Board (San Francisco: Jossey-Bass, 2009);
Rock Center for Corporate Governance, Stanford Graduate School of Business, “Corporate
Governance Ratings: Got the Grade… What was the Test?” (CG-08), October 2007;
Institute of Corporate Directors, “ICD Key Competencies for Director Effectiveness,” 2006;
“Board Evaluation: Improving Director Effectiveness,” 2010;
ACSI (Australian Council of Super Investors), “Board Effectiveness & Performance: The State
of Play on Board Evaluation in Corporate Australia and Beyond,” October 2010;
Financial Services Authority, “Competence and Ethics, Consultation Paper,” June 2010;
Financial Services Authority, “Effective Corporate Governance (Significant influence controlled

functions and the Walker review), Consultation Paper,” January 2010;
Soloman, J., Corporate Governance and Accountability, 3rd ed. (Chichester, West Sussex: Wiley,
2010);
Securities and Exchange Commission, “33-9089 Proxy Disclosure Enhancements – Final Rule,”
16 December 2009.
Canadian Coalition for Good Governance, “Best Practices in Disclosure of Director Related
Information,” 2009;
Institute of Chartered Secretaries and Administrators, “Boardroom Behaviours – A report

prepared for Sir David Walker by the Institute of Chartered Secretaries and Administrators,”
June 2009;
Charan, R., Owning Up: The 14 Questions Every Board Member Needs to Ask (San Francisco:
Josey-Bass, 2009);
Arguden, Y., Boardroom Secrets (London: Palgrave Macmillan, 2009);
Useem, M., “How well-run boards make decisions,” Harvard Business Review (2006) 84(11):
130-138.
39
Canadian Securities Administrators, “Proposed Repeal and Replacement of National Policy 58-
201 Corporate Governance Guidelines, National Instrument 58-201 Disclosure of Corporate
Governance Practices, and National Instrument 52-110 Audit Committees and Companion
Policy 52-110CP Audit Committees” 19 December 2008;
Coulson-Thomas, C., Developing Directors (Nr Peterborough: Policy Publications, 2007);
Huse, M., Boards, Governance and Value Creation (Cambridge: Cambridge U. Press, 2007);
Canadian Securities Administrators, “National Policy 58-201 Corporate Governance

Guidelines,” 17 June 2005;
National Association of Corporate Directors (U.S.)
Deloitte, Center for Corporate Governance
Boardmember.com
PriceWaterhouseCoopers (U.S.), Corporate Governance Publications
University of Cambridge, Centre for Business Research, Corporate Governance Working Papers
Knowledge@Wharton, Corporate Governance
Institute of Chartered Secretaries and Administrators, Guidance Notes
Session 8 Governance of Sustainability and Stakeholder Relations:

Climate Change, Communities and Social Responsibility
SH&E • CSR • integrity • sustainability • CSO • carbon footprint • mitigation • adaptation •

materiality • disclosure • benchmarking • GRI • ESG • balanced scorecard • ICONFR •
independent assurance • transparency • ISO • Web 3.0 • governance of stakeholder relationships
• ADR • reputation • FCPA • host country risk • codes • whistle-blowing • investigation •
compliance • digital media • culture • integrated reporting • board leadership.
Required Readings:
Kraakman, et al., Chapter 4;
Tonello, M., “Sustainability in the Boardroom,” The Conference Board Director Notes, June
2010.
40
Desjardins, J., and Willis, A., “Climate Change Briefing: Questions for Directors to Ask,” CICA,
2009;
MIT Sloan Management Review, “The Change Leadership Sustainability Demands” (SMR355),
Summer 2010;
The Hennick Centre for Business and Law, et al., “Corporate Social Reporting Initiative: Report
to Minister of Finance,” 2010;
The Conference Board, “Handbook on Corporate Political Activity: Emerging Corporate

Governance Issues,” November, 2010;
Securities and Exchange Commission, “33-9106 Commission Guidance Regarding Disclosure

Related to Climate Change,” February 2, 2010;
Supreme Court of the United States, “Citizens United v. Federal Election Commission,” Decided
January 21, 2010;
Eccles, R.G., and Krzus, M.O., One Report: Integrated Reporting for a Sustainable Strategy
(Hoboken, NJ: Wiley, 2010);
Executive Environmental Sustainability Forum “Corporate Sustainability Practices and

Shareholder Value” Tuck School of Business at Dartmouth Hanover, NH, October 5-6, 2009
Kerr, M, Janda, R., & Pitts, C., Corporate Social Responsibility: A Legal Analysis (Toronto:
LexisNexis, 2009);
CICA, “Executive Briefing: Climate Change and Related Disclosures,” March 2008;
Ontario Securities Commission, “Staff Notice 51-716 Environmental Reporting,” February 29,
2008;
Supreme Court of Canada, “BCE Inc. v. 1976 Debentureholders,” 2008 SCC 69;
Labatt, S., and White, R.R., Carbon Finance: The Financial Implications of Climate Change
(Hoboken, NJ: Wiley, 2007);
Global Reporting Initiative, “G3 Guidelines and Sustainability Reporting Framework,” 2000-
2006;
Intergovernmental Panel on Climate Change
41
Global Reporting Initiative
Integrated Reporting
Carbon Disclosure Project
Ceres
Climate Disclosure Standards Board
Pew Center on Global Climate Change
Dow Jones Sustainability Indexes
Transparency International
AFL-CIO (American Federation of Labor and Congress of Industrial Organizations), Corporate

Governance
Part 3: Shareholder, Management and Advisory Roles and Responsibilities
Session 9 Shareholder Powers and Investor Protection:

Proxy Access, Institutional and Minority Shareholders and Engagement
Shareholder accountability • engagement • proxy access • proxy ‘plumbing’ • resolutions •

regulation FD • register • guidelines • majority voting • NOBO/OBO • technology • AGM •
proxy advisors • responsibilities of shareholders • dual class • minority • conflicting interests •
oppression • safe harbor • disclosure • subsidiaries • appraisal • approval • shareholder rights,
remedies, litigation • institutional shareholder governance leadership.
Required Readings:
In the required readings below, the California and Canadian documents are similar, but the
Canadian one (from the Canadian Coalition for Good Governance) is much richer in terms of
concrete examples.
Financial Reporting Council, “Consultation on a Stewardship Code for Institutional Investors,”

January 2010.
California State Teachers’ Retirement System, “CalSTRS Executive Compensation Model

Policy Guidelines,” April 29, 2009;
42
Canadian Coalition for Good Governance, “Best Practices in Executive Compensation Related
Information,” 2009;
Monks, R.A.G., and Reed Lajoux, A., Corporate Valuation for Portfolio Investment (Hoboken,
NJ: Wiley, 2011);
Canadian Coalition for Good Governance, “Model ‘Say on Pay’ Policy for Boards,” September
2010;
Department for Skills and Innovation, “A Long-Term Focus for Corporate Britain,” October
2010;
Davies Ward Phillips & Vineberg, “The Quality of the Shareholder Vote in Canada,” October
22, 2010;
Securities and Exchange Commission, “34-62495 Concept Release on the U.S. Proxy System,”
14 July 2010.
The California Public Employees’ Retirement System, “Global Principles of Accountable

Corporate Governance,” February 16, 2010;
The Millstein Center for Corporate Governance and Performance, “Talking Governance: Board-
Shareholder Communications on Executive Compensation: Summary Findings,” 2009;
“Board-Shareholder Communications,” 2008;
Teacher Insurance and Annuity Association – College Retirement Equities Fund, “Policy
Statement on Corporate Governance,” undated;
CalPERS (California Public Employees' Retirement System), Corporate Governance
CCGG (Canadian Coalition for Good Governance), Guidelines & Principles
Council of Institutional Investors, Policies
Institutional Shareholders’ Committee, Library
International Corporate Governance Network, Best Practice
TIAA-CREF (Teachers Insurance and Annuity Association - College Retirement Equities Fund),
Governance
43
RiskMetrics Group, Proxy Advisory Services
The Corporate Library, Board Analyst
Session 10 CEO, CFO and Other Senior Management Accountability:

Delegation of Authority, Relationships and Reporting
Role clarity • authorities, responsibilities, delegation and limitations • board–CEO relations •

NEC-CEO relations • goals and objectives of CEO • information, resources and reporting •
meetings and decision-making • agendas, topics • IT • CFO and other reporting parties • undue
influence • dynamics • aligned behaviours • method of interaction • contact between meetings •
coaching and development • organizing for influence • capacity to challenge • assessment.
Required Readings:
The Millstein Center for Corporate Governance and Performance, “Chairing the Board: The
Case for Independent Leadership in Corporate America,” 2009;
Documents provided by Siskind’s Dimitri Lascaris, including:
Research in Motion Press Release, “RIM PROVIDES STATUS UPDATE AND REPORTS ON
RESULTS OF INTERNAL REVIEW OF STOCK OPTION GRANTS BY SPECIAL
COMMITTEE,” March 5, 2007;
Notice of Application Between Mark Dugal, et al., as Trustees of Ironworkers Ontario Pension
Fund, and Research in Motion Limited, et al., Ontario Superior Court of Justice, Court File No.
07-CL-6844, April 20, 2007;
Settlement Agreement Between Mark Dugal, et al., as Trustees of Ironworkers Ontario Pension
Fund, and Research in Motion Limited, et al., Ontario Superior Court of Justice, Court File No.
07-CL-6844, Made as at October 5, 2007;
Complaint by Securities and Exchange Commission, v. Research in Motion, et al., United States
District Court for the District of Columbia, Case 1:09-cv-00301, February 17, 2009;
Hossack, R., Ivey Business Journal, “Together at the Top: The Critical Relationship Between the
Chairman and the CEO,” January/February 2006;
Case: Corporate Governance at Research in Motion; and Shareholder Litigation.
44
Business Roundtable
U.S. Chamber of Commerce
World Economic Forum
Financial Executives International
Session 11 Board and Committee Assurance Providers and Other Advisors:

Selection, Funding, Relationships, Reporting and Accountability
Advise • assure • conflict in assessing own work • business models of proxy, other advisors •
duty to client • external lawyer • EA • CC • search firm • sustainability assurance • internal
assurance • GC • CS • CAE • CRO • accountability to board/committee • educating the board •
role of professional codes • authority of board • undue management influence and capture •
terms of engagement • executive sessions • reporting • delivering negative advice.
Required Readings:
King, Mervyn, et al., “The King Code of Governance in SA 2009,” 1 September 2009; (Please
focus on Principles 3.4-3.9, 4.9, 9.3. Students can also view the KingIII Report at the IOD SA
website, in iPaper format, here, for an expanded view of these sections. These principles are
leading edge and do not exist anywhere else globally to the author’s knowledge.
Documents provided by PwC’s Catherine Bromilow, including:
PwC, “2010 Current developments for directors: Navigating changing times,” 2010 (2011
forthcoming from Ms. Bromilow);
PwC, BoardroomDirect , Update on current board issues,” Fall 2010;
PwC, “The Corporate Board, Reprint, New Governance Disclosures: The First Year’s Results,”
2010;
PwC, “To the point: Dodd-Frank Wall Street Reform and Consumer Protection Act – an
overview,” Fall 2010;
PwC, “Point of view: The new SEC rule prompts companies to disclose how their boards oversee
risks,” May 2010;
PwC, “The Quarter Close – Directors edition: A look at this quarter’s financial reporting issues,”
September 14, 2010;
45
PwC, “News Release: PwC Survey Finds Directors Looking to Beyond Dodd-Frank Act for
Fixes to CEO Pay Issues,” November 1, 2010;
PwC, “Annual Corporate Directors Survey: The 2010 results,” 2010;
International Auditing and Assurance Standards Board
International Forum of Independent Audit Regulators (IFIAR)
Institute of Internal Auditors
International Organization for Standardization
American Bar Association, Corporate Governance Committee
TheCorporateCounsel.net
Remunerations Consultants Group
Guest Speaker:
Catherine Bromilow, CPA, Partner, PricewaterhouseCoopers LLP, New Jersey;
Topic: Governance, From the Perspective of an Auditor and Governance Advisor.
Part 4: Governance in Special Circumstances

Significant Shareholders, Conflicts of Interest, Crisis and Financial Distress
Control person • significant shareholder • recognizing and resolving conflicts • agency problems
• related parties • business rescue • fundamental and affected transactions • duties and
obligations • special committees • role of the board during takeovers • statutory takeover period
• takeover defences • to whom is the duty owed? • government intervention • stakeholder
statutes • shareholder and other stakeholder rights and remedies • rights of creditors during
distress • minimizing litigation risk.
Required Readings:
46
Orr, W.K., and Atkinson, A.J., “20 Questions Directors Should Ask about Special Committees,”
CICA, 2008;
Delaware Corporate and Commercial Litigation Blog
Risk Metrics, Securities Litigation Watch
SEC, News Digest Index
Securities Docket
Stanford Securities Class Action Clearinghouse
Deal Lawyers
Harvard Business School, Financial Services and Investment Banking
M & A Law Prof Blog
New York Times, DealBook
Part 5: Conclusion
Session 12b The Future of Corporate Governance and Submission of Papers
Topics:
A final review and answering of questions will occur in preparation for the Research Paper
submission.
Required Readings:
None.
47
None.
Corporate Governance Blogs
The Course Director has created a series of categorized governance and related websites and
blogs, located here, to assist students. The blogroll is reproduced below. Consulting these blogs,
and websites identified within the Sessions above, may assist students with their Group
Presentation and Report and Research Paper.
Boards at Their Best
The Board Blog
Conference Board Governance Center Blog
Corporate Law and Governance
CorpGov.net
Corporate Governance Blog
Directorship Blog
Ideoblog
Independent Directors Executive Compensation Project
Governance Focus
Harvard Law School Forum on Corporate Governance and Financial Regulation
Risk and Governance Blog
Robert A. G. Monks
Social Science Research Network Corporate Governance Blog
The Corporate Library Blog
TheRacetotheBottom.org
Truth on the Market
Weinberg Centre For Governance Blog
48
Important Course Information For Students
All students are expected to familiarize themselves with the following information, available on
the Senate Committee on Curriculum & Academic Standards webpage (see “REPORTS,
INITIATIVES AND DOCUMENTS,” to the right, including without limitation “Degree Level
Expectations” and “Course Outline Documents”).
Academic Honesty and Integrity
Broadly speaking, each student is expected to bring integrity to the learning process and accept
personal responsibility for high ethical standards in fulfilling course requirements.
York University treats plagiarism as a serious offence. The Course Director intends to speak to
this issue in the introductory Session. Every York University student is 100% responsible for
familiarizing themselves with, and abiding by, the University’s regulations on academic honesty.
The Course Director is required to (and has done so in the past) report directly to the respective
department for review by the Academic Honesty Committee (or the equivalent) any suspected
violation of academic honesty, for investigation and possible disciplinary action.
For more information on procedures following an academic honesty violation, please refer to the
Senate Policy on Academic Honesty, here. See also the Faculty of Graduate Studies’ Academic
Honesty section (46) of the Faculty Regulations, here.
There is also an academic integrity website with complete information about academic honesty.
Students are expected to review the materials on the Academic Integrity website, here.
Text Matching Software Services at York University
As an investigative aid, the text matching tool Turnitin.com is currently made available to the
Course Director in this course to promote academic honesty and avoid plagiarism.
Respect for Intellectual Property
To the best of the Course Director’s knowledge, information and belief, copyright and other
intellectual property laws have been respected within this detailed syllabus, including permission
being sought and received for any materials not made publicly available on the World Wide
Web.
In respect of what constitutes plagiarism and issues relating to intellectual property (for, inter
alia, treatment of course materials herein and for student submissions), please visit the following,
entitled “Beware! Says Who? Avoiding Plagiarism,” and Article 23.02 of the York University
Faculty Association Collective Agreement.
49
Accommodation of Students With Disabilities
York University, at Counselling & Disability Services, provides services for students with
disabilities (including physical, medical, learning and psychiatric disabilities) needing
accommodation related to teaching and evaluation methods/materials.
Students with disabilities requiring accommodation in the classroom or in a course evaluation

process or requirement are encouraged to identify themselves to the relevant personnel and office
as soon as possible. The Course Director will take all reasonable steps to accommodate a student
with a disability.
All requests for accommodation will be kept confidential. Requests for accommodation must be
approved by the relevant official. In employing judgment, he Course Director may also look to
guidance from qualified personnel in tailoring an accommodation to best suit the student’s
disability.
Religious Observance Accommodation
York University is committed to respecting the religious beliefs and practices of all members of
the community, and making accommodations for observances of special significance to
adherents. Should any of the dates specified in this detailed syllabus pose a conflict for a
student, please advise the Course Director as early as possible.
York University Student Code of Conduct
The Student Code of Conduct, to which all York University students are subject, includes
information on standards of non-academic conduct, processes for addressing complaints, and
student rights.
About Professor Leblanc
Richard Leblanc is an established academic with strong commitment to public policy and
community outreach. After the Global Financial Crisis, Professor Leblanc’s work was cited by a
significant US federal regulator in reforming corporate governance requirements applying to all
US listed companies. After Enron and WorldCom, his research assisted Canadian regulators in
instituting their corporate governance guidelines. He has advised a federal regulator more
recently on global best governance practices in the wake of the Global Financial Crisis.
Dr. Leblanc regularly advises governance award-winning companies. He has also been retained
as an expert in litigation cases involving corporate governance enhancements, and for boards in
crisis. His model of board effectiveness has been used by boards of directors in diverse sectors
to improve their governance practices.
Dr. Leblanc assists wide-ranging sectors keep on top of trends and issues of corporate
governance, including institutional shareholders, stock exchanges, hospitals, credit unions,
cooperatives, associations, accounting and law firms, D&O companies, and avails himself to
speak to these groups as part of his community outreach.
50
Professor Leblanc is widely published in both leading academic and practitioner peer reviewed
journals.
51
The Global Financial Crisis: The Regulatory Consequences

Corporate Governance

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Corporate Governance

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Detailed Course Syllabus

Copyright 2010 © Richard Leblanc, York University.

The Global Financial Crisis

Electronic copy available at: http://ssrn.com/abstract=1713388

Introduction – Failures and Importance of Corporate Governance ................................................ 5

Introduction – Failures and Importance of Corporate Governance

This course attempts to address these shortcomings.

Governments, after spending billons of taxpayer money in bail-out packages to significant

Course Overview, Director and Support

Corporate Governance and

Organization of and Success in this Course

Time and Location

Prerequisites, Co-requisites and Relationships to Other Courses

Theme of the Course: Reflective Practice

Competencies and Other Attributes to Develop Throughout the Course

Learning Objectives, Teaching Activities and Student Evaluation

Course Learning Instructional Student

Choose and use

Student Evaluation and Due Dates

This course will be graded on the basis of four principal components:

(i) Class participation (including attendance, preparation and contribution, with a

Item Percentage Due Date

1. Class Participation: Attendance, Preparation and Contribution

Participation is worth 15% of your course grade.

(i) demonstration of integration of readings, cases and other course materials;

Use of Technology During Class for Non-Class Purposes

2. Group Presentation and Report

(i) the assigned readings for that Session;

Deliverables to the Course Director

(i) A copy of the PowerPoint® slides (or notes) of the Presentation;

Deliverables to the Class

3. Research Paper Proposal

Students’ Research Paper Proposals will be evaluated on the following criteria:

(i) a brief description of the proposed topic;

(v) any preliminary research findings or insights; and

Research Paper Proposal: Class Presentation and Peer Review

The Research Paper is worth 55% of your course grade.

(v) Implications: Criticism, by its very nature, destroys knowledge or myths. By

(i) be double spaced;

(vii) contain footnotes rather than endnotes;

Research Paper Topics

• Assessment of corporate governance (or board effectiveness more specifically) in a particular

• A study of performance metrics in a particular industry (or performance metrics more

Major Research Papers

Ethics Review Process

Grading Criteria and Feedback

feedback, electronically, in writing, telephonically and/or in person. Written feedback on hard

One Minute Paper to Evaluate the Course Director

Cases and Readings to Purchase from Harvard Business School

• Kelley School of Business, “Recurring failures in corporate governance: A global

Required and Supplemental Readings (Legislation, Articles and Reports)

There will be required and supplemental readings.

Schedules are tentative and subject to further confirmation.

Guest Speaker Position, Institution Session, Topic

Vice President, Internal Audit Session 4: Case: Enterprise

Corporate Governance Winter 2011 Block Outline

Part 2: Roles and Responsibilities of Boards of Directors and Board Committees

Session 4 Approving Strategy and the Governance of Risk:

Session 8 Governance of Sustainability and Stakeholder Relations:

Part 3: Shareholder, Management and Advisory Roles and Responsibilities

Session 9 Shareholder Powers and Investor Protection:

Session 10 CEO, CFO and Other Senior Management Accountability:

Session 11 Board and Committee Assurance Providers and Other Advisors:

Part 4: Governance in Special Circumstances