ACCTG 681: SEMINAR IN REGULATION &
CORPORATE GOVERNANCE IN ACCOUNTING
SPRING 2016
COURSE INFORMATION
Class Days:
Class Times:
Class Location:
Instructor:
Tuesdays
Tu, 7:00 – 9:40 pm
EBA 439
Jim Vogt, CFE
Office Hours:
Tu/Th, 12:00 - 1:30pm
(and by appointment)
Office Location: SSE 2433
COURSE OVERVIEW
Social, ethical, and behavioral science theories influencing design and operation of corporate governance
systems, topics to include environmental and regulatory factors that influence, motivate, and control
managers and employees.
Course Objectives:
The objective of this course is to help you to be more effective when working within regulatory and
management control environments. The material is both theoretical and practical to provide an
understanding of the evolution of controls and regulations as well as an examination of corporate governance
issues facing organizations. The focus is on the behavioral side—how controls and regulations influence and
motivate what people do.
Learning Objectives:
After you complete this course, you should be able to:
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Describe and contrast different corporate governance structures
Explain how legal, political, and international factors influence corporate governance
Analyze corporate governance issues
Research, present and defend a position
Execute a consulting team project
Identify sustainability and ethics issues
MSA Level Accounting Program Goals
MSA students will graduate being able to:
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Students will compare, contrast, interpret, or criticize accounting and business decisions and
information using professional business communication.
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Students will actively participate in team decision-making displaying interpersonal skills,
motivation, appropriate attitude, and meaningful contributions.
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Students will apply ethical judgment and professional standards in analyzing situations and
formulating accounting and business decisions.
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Students will use relevant research tools and academic/professional literature to analyze or take
a position in accounting and business situations.
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Students will address unstructured problems in the areas of accounting information systems,
financial reporting, or taxation.
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Students will identify and discuss the significance of diversity and cultural differences in the
global business environment.
Text and Readings (see schedule)
ENROLLMENT INFORMATION
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Prerequisites: Business Administration 625
COURSE MATERIALS
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Corporate Governance and Ethics, Rezaee, Wiley 2009.
Sustainability and Corporate Responsibility Reporting: A McDonald's E(arth)-Learning Project with
International Application, 2nd Edition. Projects are purchased directly for $19.50 by students at
http://www.appliedaccountinganalytics.com
Ernst and Young Sustainability Materials (available on Blackboard)
Business Writers Handbook, Alred, Brusaw, Oliu, 10th ed, 2012 (strongly recommended)
Current Business Readings: Various Publications & Internet Websites
COURSE STRUCTURE AND CONDUCT
Office Hours and E-mail Policy: I encourage frequent communications between students and me. Please
adhere to the following guidelines:
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Office visits: Please schedule a time to meet or review your work.
E-mail: I recognize many of you have schedule conflicts during my office hours. You can email me for
help with assignments. When using email, include your full name and section in the subject line.
Writing: Email, texting, and social networks have dramatically changed the way business people
communicate. These media introduced a casual, informal style that encourages shorthand and accepts poor
grammar and misspelling. This approach is fine when dealing with friends, but is not appropriate in the
business environment. Accountants write extensively to communicate with clients, authorities, peers,
supervisors, and subordinates. Analyses and decisions must be documented to support the accountant’s
work product, e.g., tax judgments, audit results, and financial accounting decisions. You will have a large
number of opportunities to demonstrate your writing skills in this course.
Professionalism: Accounting is a profession and members of the profession are held to high standards. How
you present yourself not only makes a statement about you, but also all members of the profession. While at
SDSU, you are expected to develop an awareness of professional characteristics and to exhibit these
characteristics in your courses and interactions with faculty, peers and potential employers. You are
expected to come to class prepared to discuss the week’s readings and to complete all homework
assignments on time. During class time, focus on the assignments and discussion at hand—no texting,
emailing, Facebook, Twitter, etc. If you have important matters other than this class, deal with these before
or after class, or do not attend class.
University Writing Center
San Diego State University has a Writing Center that is free to students. The Writing Center is located on the
ground floor of the Professional Studies and Fine Arts building (PSFA-116). The PSFA building is located
directly west of Hardy Tower.
For more information, see the Writing Center webpage at
http://writingcenter.sdsu.edu/index.html
COURSE ASSESSMENT AND GRADING
Plagiarism Assignment (see item on the schedule for the second class meeting)
Article Summary & Commentary (grading guide on Blackboard)
Select a current article about a course topic from an academic or business journal. Prepare a 2 to 3 page
single-spaced written report with separate “Summary” and “Commentary” sections. Include a reference page
with the full article citation in APA format along with any other resources that you may use to support your
position in the commentary section. Clearly indicate how the article relates to at least one of the course topics.
Attach a copy of the article to the summary. In class, you might be asked to informally present the article.
Homework Assignments on Sustainability (as noted on syllabus)
Consulting Team Project (see assignment on Blackboard)
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Each individual will be a member of a 4-5 person consulting team investigating an area and advising
a Board of Directors. The team will give a 20-minute professional presentation to the Board using
PowerPoint and relevant handouts. The team will respond to questions from the Board. At a
minimum, an Executive Summary and a Reference List will be distributed to the entire class. A total
of 40 minutes is allowed for the entire presentation and questioning period.
Each team also serves as the Board of Directors for another team. As the Board you are responsible
for preparing/asking appropriate questions and evaluating the consulting team.
A team evaluation form (on Blackboard) must be turned in by the end of the final exam period.
Possible topic areas for paper and/or team project include: Corporate Social Responsibility Issues,
Sustainability, Carbon Accounting, California Cap-and-Trade Regulation, Fraudulent Financial Reporting,
Fraud, Pension Issues/Reform, Tax Proposals, Executive Compensation, Employee Compensation,
Temporary/Contract Workforce, Outsourcing, Immigration, Corporate Governance (Boards of Directors,
Audit and Compensation Committees, etc), Internal Auditing, Privatizing Public Services, Not-for-Profit
Organizations, Codes of Conduct, Ethics Programs, Privacy Requirements, and other regulatory and control
issues
ADDITIONAL ITEMS
Participation: Students are expected to be active participants in class sessions contributing on assigned
readings and other current events as they unfold in the regulatory arena.
Tentative Weighting of Grades: Article Summary/Commentary (20%); Midterms (20%); Homework (20%);
Consulting Team Presentation including Fact Sheet, Executive Summary, and References (25%), Board
Questioning and Evaluation (10%); Other Items (5%): Class Participation, Attendance, Team Evaluations, and
other items.
ACADEMIC HONESTY
The University adheres to a strict policy regarding cheating and plagiarism. These activities will not be
tolerated in this class. Become familiar with the policy and what constitutes plagiarism
(http://studentaffairs.sdsu.edu/srr/cheating-plagiarism.html).
Accounting is a profession that depends on trust – individuals, companies and society as a whole place
reliance on the decisions and opinions of accountants. For most of history, accountants were viewed among
the most trusted members of society. In recent years, certain events have eroded this trust. Rebuilding this
trust will take a long time but can be accomplished if future accountants ensure that such lapses do not recur.
I take my role in this effort very seriously (and I hope you will as well).
All assignments are individual assignments and less specifically instructed otherwise. As such, all homework
should be your own work only. If you are unsure as to what is safe to ask of another person, then ask me first;
otherwise, assume it is NOT safe to ask.
Any student suspected of academic dishonesty will be reported to the SDSU Center for Student Rights and
Responsibilities; if found responsible for academic dishonesty, the student may receive an F in ACCTG 390W.
These actions may lead to probation, suspension, or expulsion.
Examples of Plagiarism include but are not limited to:
 Using sources verbatim or paraphrasing without giving proper attribution (this can include phrases,
sentences, paragraphs and/or pages of work)
 Copying and pasting work from an online or offline source directly and calling it your own
 Using information you find from an online or offline source without giving the author credit
 Replacing words or phrases from another source and inserting your own words or phrases
 Submitting a piece of work you did for one class to another class
If you have questions on what is plagiarism, please consult the policy and this helpful guide from the
Library
TURNITIN
Students agree that by taking this course all required papers may be subject to submission for textual
similarity review to Turnitin.com for the detection of plagiarism. All submitted papers will be included as
source documents in the Turnitin.com reference database solely for the purpose of detecting plagiarism of
such papers. You may submit your papers in such a way that no identifying information about you is included.
Another option is that you may request, in writing, that your papers not be submitted to www.turnitin.com.
However, if you choose this option you will be required to provide documentation to substantiate that the
papers are your original work and do not include any plagiarized material.
TECHNICAL SUPPORT FOR BLACKBOARD
Student support for Blackboard is provided by the Student Computing Center, located on the 2 nd floor of Love
Library. They can be reached at 619-594-3189 or scc@rohan.sdsu.edu
COURSE SCHEDULE (TENTATIVE)
Changes to the course schedule, if any, will be announced in class. (Blue-shaded portion pending final
review).
Jan 26
Feb 1
In class
Introduction - Introduce Major Assignments
The Philosophy of Business, Regulation, and Ethics
• Chapter 1 The Free Market System and Business
video:
2004, The
Corporation
• Chapter 2 Corporate Governance
• Chapter 3 Introduction to Business Ethics
• The Santa Clara Blues: Corporate Personhood versus Democracy,
William
Meyers,
III
Publishing
(2000)
at
http://www.iiipublishing.com/afd/SantaClara.pdf (also on Blackboard)
PLAGIARISM AND PARAPHRASING ASSIGNMENTS DUE: Print Out your post quiz
results from the Plagiarism AND Paraphrasing Tutorials
http://library.sdsu.edu/guides/tutorial.php?id=28
Feb 8
In class
video:
2004, The
Corporation
Feb 15
In class
video:
2004, The
Corporation
Feb 22
Feb 29
Midterm 1
Corporate Boards and Regulation
• Chapter 4 Board of Directors’ Roles and Responsibilities
• “A New Model for Corporate Boards,” Robert C. Pozen, Wall Street Journal (Eastern
edition). New York, N.Y.: Dec 30, 2010. p. A.15
• Chapter 5 Board Committee Roles and Responsibilities
Corporate Roles, The Role of the SEC
• Chapter 6 Roles and Responsibilities of Management
• The Securities and Exchange Commission – What We Do
http://www.sec.gov/about/whatwedo.shtml
• Proxy Statement Examples - this will be posted on Blackboard
• Chapter 7 Regulatory Bodies, Standard Setters, and Best Practices
• Chapter 11 Roles and Responsibilities of Other Corporate Governance Participants
(307-312)
Dodd Frank Act
To be updated Auditors, Whistleblowers
• Chapter 8 Internal Auditors’ Roles and Responsibilities (227-240)
• Chapter 9 External Auditors’ Roles and Responsibilities (252-276)
• SEC Charges Eight in Georgia-Based Insider Trading Ring, Release 2012-167.
Aug 28, 2012 http://www.sec.gov/news/press/2012/2012-167.htm
Mar 7
Homework
1&2
Mar 14
Homework 3
• Wikipedia: Whistleblower
• National Whistleblower Center http://www.whistleblowers.org/
•
Dodd-Frank
Provisions
on
whistleblowers–
http://sec.gov/spotlight/doddfrank/whistleblower.shtml
• Annual Report on the Dodd-Frank Whistleblower Program, Fiscal Year
2012, SEC. http://www.sec.gov/about/offices/owb/annual-report-2012.pdf
8:30 Midterm 1
Corporate Social Responsibility, Sustainability Reporting Basics, and
Sustainability Reporting Framework
 Sustainability Survey on AccountingWeb (available on Blackboard)
Blackboard has Notes, PowerPoint, and Company Examples posted as assignments
for the next few weeks. These new materials were prepared by Ernst and Young
Foundation as an academic resource for students and released in summer 2012 for
use only in the classroom.
 Sustainability Reporting Basics – and Examples (E&Y files on Blackboard)
HOMEWORK 1: See Blackboard. Case: TBL Technology considers
sustainability reporting.
 Sustainability and Corporate Responsibility Reporting Section 1
HOMEWORK 2: Section 1 assignments
Continuation
 Dodd-Frank Act specialized corporate disclosures
http://sec.gov/spotlight/dodd-frank/speccorpdisclosure.shtml
o SEC Release, Aug 22, 2012, SEC Adopts Rule for Disclosing Use of
Conflict Minerals, http://www.sec.gov/news/press/2012/2012163.htm (Also review final rule at the link given)
o SEC Release, Aug 22, 2012, SEC Adopts Rules Requiring Payment
Mar 21
Homework
4&5
Mar 28
Apr 4
Article Due
Apr 11
Apr 18
Apr 25
May 2
May 9
Disclosures by Resource Extraction Issue,
http://www.sec.gov/news/press/2012/2012-164.htm (Also review
final rule at the link given)
 Sustainability and Corporate Responsibility Reporting Section 2
HOMEWORK 3: Section 2 assignments
Continuation
 Sustainability Reporting Framework and Sustainability Auditing Considerations
(E&Y files on Blackboard)
 HOMEWORK 4: Sustainability Reporting Auditing Considerations, Case
Studies (posted on Blackboard with the E&Y materials)
 Sustainability and Corporate Responsibility Reporting Section 3
HOMEWORK 5: Section 3 assignments
Spring Break
Other Regulatory Topics and External Parties
 Foreign Corrupt Practices Act http://www.justice.gov/criminal/fraud/fcpa/
 A Resource Guide to the U.S. Foreign Corrupt Practices Act, Criminal Division of
the U.S. Department of Justice and the Enforcement Division of the U.S.
Securities and Exchange Commission, 14 Nov 2012.
 SEC charges Pfizer with FCPA Violations 2012-152
http://www.sec.gov/news/press/2012/2012-152.htm
 Union Issues: www.aflcio.com American Federation of Labor-Congress of
Industrial Organizations; www.nlrb.gov National Labor Relations Board;
http://www.right-to-work.org/ National Right to Work Committee
http://www.nrtw.org/ National Right to Work Legal Defense Foundation
 Gov’t Agencies, such as Department of Labor (Fair Labor Standards Act)
Occupational Safety and Health Administration http://www.osha.gov
Article Summary/Commentary Due
Consultation with instructor. Teams work on Projects in Class.
8:30pm - Midterm 2
Teams work on Project
April 25 Presenting Teams must email required documents to team by 8pm
Consulting Team Presentations (2 or 3 teams)
May 2 Presenting Teams must email required documents by 7pm
Consulting Team Presentations (2 or 3 teams)
May 9 Presenting Teams must email required documents by 7pm
Consulting Team Presentations (2 or 3 teams)
Team Evaluation Due - Available for Consultation in Office
STUDENTS WITH DISABILITIES
If you are a student with a disability and believe you will need accommodations for this class, it is your
responsibility to contact Student Disability Services at (619) 594-6473. You can also learn more about the
services provided by visiting the Student Disability Services website.
To avoid any delay in the receipt of your accommodations, you should contact Student Disability Services as
soon as possible. Please note that accommodations are not retroactive, and that accommodations based upon
disability cannot be provided until you have presented your instructor with an accommodation letter from
Student Disability Services. Your cooperation is appreciated.
STUDENT SERVICES :
A complete list of all academic support services is available on the Academic Success section of the SDSU
Student Affairs website.
For help with improving your writing ability, the staff at the SDSU Writing Center is available in person and
online.
Counseling and Psychological Services offers confidential counseling services by licensed psychologists,
counselors, and social workers. More info can be found at their website or by contacting (619) 594-5220. You
can also Live Chat with a counselor http://studentaffairs.sdsu.edu/cps/index.html between 4:00pm and
10:00pm, or call San Diego Access and Crisis 24-hour Hotline at (888) 724-7240.
COPYRIGHT POLICY
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It is best to assume that any material (e.g., graphic, html coding, text, video, or sound) on the Web is
copyrighted unless specific permission is given to copy it under a Creative Commons License. More
information about the use of copywritten material in education as part of the TEACH Act and Copyright Fair
Use Guidelines. Whenever possible, you should attribute the original author of any work used under these
provisions.