1. Internal and External Institutions and Influences
CORPORATE GOVERNANCE
Internal and External Institutions and Influences

2. RESPONSIBILITIES AND FUNCTIONS OF BOD

3. To hire, evaluate and even fire Top Management
To vote on major operating proposals (e.g. large capital expenditures and acquisition)
To vote on major financial decisions

4. To offer expert advise to management
To make sure the firm’s activities and financial condition are accurately reported to its shareholders

5. BOARD COMMITTEES
Audit committee
Compensation committee
Nomination committee

6. CEO FUNCTIONS

7. SUPPORT THE BOARD
DELIVERY OF PROGRAM AND SERVICES
FINANCIAL RISK AND TAX MANAGEMENT

8. HUMAN CAPITAL MANAGEMENT
PUBLIC RELATIONS

10. FUNCTIONS OF CFO

11. Implements Internal Controls
Supervises Major Impact Projects
Develops Relations with Financing Sources

12. Advisor to Management
Drives Major Strategic Issues

13. Risk Manager
Relationship Role
Objective Referee

15. STOCK CERT SAMPLE

16. EXTERNAL ENVIRONMENT OF CORPORATE GOVERNANCE

17. AUDITORS LEGAL ENVIRONMENT MARKETS
Important points: product,capital,labor

18. OTHER EXTERNAL FACTORS

19. Political Environment
Technological Environment
Social Environment

20. CORPORATE PROTECTION WITHIN LEGAL BOUNDARIES

21. FLIP IN-allows existing shareholders to purchase more shares
FLIP OVER- allow the shareholders to purchase the bidders shares

22. DEBT FAÇADE- takes plenty of debts to make it unappealing
The company offers its employees stock options, high bonuses and exceptional pay.

23. PERSONAL LIABILITY OF OFFICERS AND DIRECTORS

24. ISSUES INVOLVING MISAPPROPRATION
ISSUES INVOLVING NON DISCLOSURE OF CONFLICT OF INTEREST
ISSUES ON LOYALTY

25. ISSUES ON NON SEPARATION OF PERSONAL AND BUSINESS CINCERNS
ISSUES ON PRUDENCE

26. INDEMNIFICATION
REFERS TO THE ACT OF REIMBURSING OFFICERS AND DIRCTORS FOR EXPENSES INCURRED, LIABILITIES ACCRUED AND AMMOUNTS PAID IN DEFENDING CLAIMS BROUGHT TO THEM FOR ACTIONS ON BEHALF OF THE CORPORATIONS

27. SHAREHOLDERS IMPOSABLE LIMITATIONS

28. Through Classes of Stock

29. CUMULATIVE PREFERENCE SHARES- it gives shareholders the right that if dividend cannot be paid in one year it will be carried forward in the next succeeding years

30. REDEEMABLE SHARES- with an agreement that the company can buy back at a future date.

31. Supermajority
Refers to percentage of ownership that is way above simple majority which is, one half plus one share of the total shares outstanding

32. SHAREHOLDERS VOTING AGREEMENTS