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Paper and Hill: An In‐Class Corporate Governance Case
Authors:NORMAN T SHEEHAN
Abstract:Corporate governance is a set of rules and processes that help ensure that firms are effectively run for the benefit of their stakeholders. Good corporate governance is predicated on having directors fulfill their fiduciary duties while acting as stewards of the corporation. The fact that good corporate governance is essential to a well‐functioning and prosperous society is reflected in CPA Canada's Strategy and Governance competency. Unfortunately, there are few in‐class Canadian corporate governance cases that instructors can use to help accounting students improve their understanding of these three fundamental governance concepts: director duty of care, director duty of loyalty, and the business judgment rule. This Canadian corporate governance case is based on the actual events regarding the approval of Steven Hill's employment contract as the Chair of Paper Enterprises Inc. The case is presented using PowerPoint slides, rather than in a traditional narrative format, as it intended to be used as an in‐class case that does not require advance student preparation.
Keywords:Boards  Duty of care  Duty of Loyalty  Business Judgment Rule  Executive compensation  conseils d'administration  devoir de diligence  devoir de loyauté      gle de l'appré  ciation commerciale    muné  ration de la haute direction
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