Corporate Governance: Application of a Rules-Based Approach is a Continuing Professional Development (CPD) course designed for finance, accounting, risk, compliance, and business professionals seeking a practical understanding of corporate governance frameworks and their application in modern organizations. Drawing primarily on U.S. corporate law, regulatory requirements, and market practices, the course explores the evolution and structure of the modern corporation, the role of shareholders and boards of directors, and the governance mechanisms used to promote accountability, transparency, and long-term value creation. Participants will examine the composition and responsibilities of boards, the functions of key board committees—including audit, compensation, and nominating/governance committees—and the fiduciary duties owed by directors to the corporation and its shareholders

The course also analyzes executive compensation structures, shareholder activism, proxy contests, and common hostile takeover defenses, highlighting how governance practices influence strategic decision-making and organizational performance. In addition, learners will explore the expanding role of stakeholder governance, including responsibilities toward employees, customers, suppliers, communities, lenders, and the growing importance of environmental, social, and governance (ESG) considerations in corporate strategy and disclosure. Through a rules-based approach, participants will gain the knowledge needed to evaluate governance structures, assess board effectiveness, and understand the legal and practical considerations that shape corporate oversight.

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Upon completion of this course, learners will be able to:

• Explain the key advantages and disadvantages of the corporate form of business organization, including limited liability, transferability of ownership, and double taxation
• Describe how shareholders exercise influence and oversight through the board of directors.
• Differentiate between executive, non-executive, and independent directors and assess their respective roles in corporate governance.
• Identify the responsibilities and independence requirements of audit, compensation, and nominating/governance committees under U.S. stock exchange rules, including NYSE and NASDAQ listing standards.
• Analyze the governance implications of shareholder activism, proxy contests, and hostile takeover defenses.
• Assess directors’ fiduciary duties and their role in promoting effective oversight and accountability.
• Identify key stakeholder groups and explain how ESG considerations, disclosures, and corporate mission statements influence strategic decision-making and long-term value creation.