Business Administration | Advanced

Board of Directors’ Role in Corporate Governance

Brian Ballou, Ph.D., CPA, and Dan L. Heitger, Ph.D., Miami University
2013
With an increasingly intelligent stakeholder pool full of dynamic expectations, boards must continually strive to balance creating and sustaining long-term value while achieving performance expectations on a period-by-period basis. This module looks at the board's role in corporate governance and also emphasizes the importance of board diversity. This material is one of the Integrated Curriculum Modules created as part of the KPMG and William Isaac & Michael Oxley Center for Business Leadership Curriculum Development Initiative (CDI).
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Boards of Directors will continue to serve the critical role of oversight; however, their responsibilities are evolving as they face new pressures and challenges. In order to continue to enhance shareholder value, Boards must continually understand the expectations of the different shareholder types that they represent. 
The purpose of this material is to introduce students to corporate governance through a series of lectures, as well as hands-on activities.
Module learning objectives:
- Help students understand that organizations have many stakeholders that can affect the ability to create long-term shareholder value
- Expose students to the challenge of balancing short-horizon and long-horizon shareholder expectations
- Convey the critical role of corporate governance for ensuring organizations fulfill their fiduciary duty of investors, owners, and other key stakeholders
- Help students understand the role of committees of the Board of Directors, including regulatory and practical issues
Module overview:
This material includes material for four 75-minute lectures.  Discussion questions and relevant activities are also included in the instructor material.
1. Balancing short-horizon and long-horizon stakeholder expectations
2. Understanding corporate governance
3. Key challenges facing nominating and executive compensation committees of the BOD
4. Key challenges facing audit and other committees of the BOD

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