Corporate Governance

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Corporate Governance determines how to avoid and reduce the risk of criminal liability arising within an organizational setting and apply this practical knowledge to business decisions. We’ll show you how and help you establish ways to minimize potential disruptions, honing the ability to navigate internal and external investigations into possible wrongdoing to a successful and efficient close. Ultimately, by building a plan to respond to anticipated questions and concerns from all types of stakeholders, you will be prepared to put your newfound knowledge into practice in your organization and beyond.

This is accomplished through documented organizational policies and procedures. Policies are both a means of controlling employee behavior, and a means of empowering employees. Policies can be restrictive in nature (and many need to be to promote good internal control), and they can provide staff with freedoms through defining boundaries. When employees know what the policies and rules are they are liberated to work without doubt or fear. Good policies enable staff to execute their duties, and free them to act within the limits set by policy, without constant managerial oversight or second guessing. 

Created, developed and managed properly, policies empower staff to do the right thing without suffocating supervision.  Policy creation is like research. Research is an ongoing aspect of keeping polices up-to-date and maintaining a comprehensive policy manual. 

The policy manual should be dynamic and able to change with changing circumstances. Existing policies need to be expanded, supplemented, and revised as business conditions change, as business process reengineering takes place, as an organization expands, and as quality improvement initiatives are implemented. 

If you own a business, have ever thought about starting a business, or have the opportunity to buy into a business in the future, you'll want to understand the personal implications the business structure may have for you.

Organizations always seek to avoid and reduce the risk of criminal liability for both individuals within the organization and for the organization as an entity. We will begin by identifying the sources of individual and corporate criminal liability in an organizational setting. This will include reviewing the federal criminal process and distinguishing between corporate and personal liability. You will then explore the importance of criminal intentionality, or mental state. You will examine mental state terminology and how it serves to define criminal behavior. Finally, we will illuminate for you the importance of having a solid ethics and compliance program by reviewing the elements of a successful compliance program and recognizing the effect it can have on reducing your organization's exposure to criminal liability and lowering fines.

Whether you have the opportunity to serve on a corporate board, you're tasked with preparing a presentation to a board and its shareholders, or you own equity and want to understand your rights, it's important for you to recognize how to work within the constraints of corporate laws. 

We will look at the framework for decision making within a corporation — specifically fiduciary duties, which are the duties that corporate directors and officers owe to the shareholders.  We'll also help you to become more familiar with current challenges to the traditional notion that the directors and officers are the agents of the shareholders and only the shareholders, a way of thinking that has resulted in the belief that directors and officers have no duty other than to maximize shareholder profits. In recent years, however, there has been backlash to this concept, leading to widespread recognition that individuals in charge of corporate decision making, have some obligation to take into account ethics, the community, and the environmental impact of their actions. 

We'll walk you through the implications of this shift and determine how the rules affect you. 

Whether you or others in your organization suspect a crime has been committed, there are a number of steps that can be taken to protect the company as well as procedures that can be adopted to avoid similar issues in the future. Facilitating investigations begins by recognizing the function, course, and consequences of an internal investigation. You will review the steps that take place in an internal investigation and prepare what you should do in case you're asked to be investigated. We will then explore what happens when the Department of Justice becomes involved in your investigation through a grand jury. You will choose the best course of action when you first encounter the Department of Justice and gain a clear sense of what a grand jury investigation entails. 

Finally, we will incorprate into your organization's compliance manual, the lessons from this course to evaluate criminal liability. We will put protocols in place to routinely analyze and audit whether criminal actions have taken place so that your organization can preferably prevent it all together if not, at least identify it as early as possible and take the necessary steps to compliantly, quickly, and safely put a stop to it.  

What is the policy objective?  •   What does the policy apply to?  •   Who is bound by the policy?  •   What happens if the policy is violated?  •   What are the benefits of adhering to the policy?  •   What are the consequences of a policy lapse or violation?

Policies are predetermined, prescribed actions or rules established to guide employees toward the company’s stated objectives and strategies. Policies state who, what, and why.  Policies are derived from and serve the Company’s missions and its objectives. A policy lays out what management wants employees to do and explains why it’s important. Good policies enhance the company’s ability to attain organizational objectives. Bad policies hinder that ability.

•  “ABC Co’s policy is to ensure the protection of each client’s private information.”  
• “ABC maintains information systems that ensure control, minimize data loss, and maximize efficiency in information management.”  
• “ABC strives for pinpoint accuracy in all its recordkeeping and reporting activities.”  
• “Our policies ensure that we live up to our company name "ABC".  
• “By adhering to established policies, we build our clients’ confidence in ABC and enhance our reputation for reliability.” 

When an employee reads a policy manual, you want them to come away with the following: 

1. “I understand exactly what is expected of me and why.”  
2. “I understand now why we do things and why it’s important to adhere to the prescribed processes.”  
3. “I understand now how a breach of policy adversely affects the company or its clients.”  
4. “I understand the consequences of failing to follow policy.”  
5. “I understand now how policies enable the company to function efficiently and how policies enable all employees to be on the same page, increase productivity and minimize conflict and confusion.

Segements of the organizations policy documents should explain:

• Why the company has established this set of policies.  
• How policies are proposed, created, adopted, implemented? What’s the process? Who is involved?  
• How often are policies reviewed? Who reviews them? What does the review process generate (a report, recommendations, draft revisions)?  
• How are policies changed or amended?  
• Who has the authority to make policy? Is policy created through a process or is it dictated by individuals? Who are the individuals with this responsibility.  
• Who has a duty or a right to make policy suggestions? What is the process through which policy suggestions are considered?  
• Who administers policy once it exists? Who do employees go to for answers to questions about policy? Or for interpretations of policy? If a dispute arises about a policy, how is it resolved? Who has the authority to make a decision?  
• Where are policy documents kept and maintained (how do employees know they are dealing with the right version)? Who has the authority to access these documents?

Procedures extend the scope of what policies start. Procedures state how policies and objectives are attained. Procedures describe in detail exactly how (step by step) to carry out or implement a policy.