1. Corporate Governance EMBA Class of 2017

2. Boards of Directors Corporate governance: The processes, policies, and laws that govern an organization (often corporations) to establish accountability and try and eliminate conflicts of interest associated with principle-agent problems Board of directors: A group of individuals, either elected or appointed, that oversees the activities of an organization or corporation.

3. Board of Directors Agency problem: Exists when the interest of the individuals that act as agents to manage the company, that may not align with the interest of the firm’s stockholders Board insiders (outsiders): Members of the board of directors that are generally employed inside (outside) of the organization CEO duality: Occurs when the chief executive officer is also the chairman of the board of directors

4. Board of Directors What does a Board do?

5. Directors the Direct What are some keys to effective boards?

6. The Interlocking Directorate

7. Institutional Investors Organizations that invest large sums of money into a broad portfolio of holding Banks Retirement funds Mutual funds Pension funds Sovereign Wealth Funds

8. Activist Investors How can shareholders affect firm outcomes?