Tentative Course Syllabus

Governance, Risk Management, and Compliance (GRC)

[AIM 6386 - 501]
Course Time and Place Information:
Spring Semester 2011
Monday, 7:00 PM – 9:45 PM
Classroom: SOM 2.117

Professor Contact Information:

Professor: Constantine Konstans, Ph.D., CPA (Inactive ; Ohio), CMA, CIA, CFE
Professor of Accounting and Corporate Governance
Founding Executive Director, Institute for Excellence in Corporate Governance
Office Phone: 972-883-6345
Fax: 972-883-5968
Email Address: konstans@utdallas.edu
Office Location: SOM 2.403
Office Hours: By appointment
Web site: http://www.utdallas.edu/~ konstans
Course Pre-requisites, Co-requisites, and/or Other Restrictions:
None beyond AIM 6201 and AIM 6202 or equivalent. In addition, students that successfully completed
AIM 6377 (Corporate Governance for Accountants) will benefit from taking this course. This course is
open to all SOM graduate students. For accounting majors, the course satisfies Texas State Board of
Accountancy requirements for taking the CPA Exam and the topic matter will appear on the new exam.
Course Description:
To confidently and successfully execute an organization’s strategy, directors and senior management
benefit greatly from a system of Corporate Governance (G) integrated and supported by programs of risk
management (R) and compliance (C). To maximize the benefits of the three interelated systems (GRC) in
supporting organizational strategy, their convergence is required as opposed to a stand-alone, silo-like
configuration. These systems, especially compliance, are influenced by laws, regulations, and rules of
regulatory bodies. Together they affect and are affected by important issues such as reporting, corporate
culture, ethical conduct, and performance. One result of these linkages and interactions is the need for
students to become more cognizant of the contributions of a variety of professions to the development of
Corporate Governance. As such, a whole new team of professional service providers has emerged
requiring graduates to continuously expand and upgrade their professional capabilities for the benefit of
their clients and society.
The course is presented from the perspective of senior managers or professional service providers.
Emphasis is on what and how effective governance systems are implemented within all forms of
organizations: public, private, and not-for-profit. Professionals in the field will provide their insights into
current best practices on how these systems are developed to create the linkages identified above. In
addition, governmental legislation will be followed closely because of the current Administration’s torrent
of legislation with the stated commitment to strengthening regulation and compliance, especially in the
financial markets. Thus, the major objective of the course is to enable students to understand both the
theoretical and practical aspects of risk management, compliance, and regulation.

Course Syllabus Page 1

Student Learning Objectives/Outcomes:
The principal learning objective is to thoroughly comprehend the importance of well-designed and
carefully implemented risk management and compliance programs to the effectiveness of Corporate
Governance systems. If these programs are in place and are properly responsive to regulatory
requirements, then directors and senior management have a high level of assurance that the organization is
operating effectively and efficiently and has minimized the risk of litigation, penalties, and negative
publicity. In addition, if the organization has processes in place for the effective monitoring of such
programs while concomitantly assisting directors in their oversight role, then shareholders and other
stakeholders can be reasonably assured that the organization’s strategic direction and on-going operations
are executed in their best interests.
The principal outcome will be a comprehensive understanding of what is the purpose of the design,
implementation, and maintenance of risk management and compliance systems; and, how such programs
can support corporate culture, ethical behavior, and strict adherence to applicable laws and regulations.
Required Materials:
OCEG (Open Compliance and Ethics Group) Website (access must be purchased [$75] and will be
accessible until 6/30/2011), Protiviti KnowledgeLeader Website (access is complimentary), other
internet-accessible references, library sources, and sources from professional services organizations.
Grading Policy:
Each student must accept the responsibility for course preparation. Thus, for each session, every student
must prepare the assigned topics. In addition, each student is expected to participate actively in classroom
discussions and to interact with guest lecturers.
Grading Criteria:
Team Paper and Presentation on a GRC topic 100
Team Peer Evaluation (see format on last page) 20
Individual Paper 100
Individual Contribution to Class Knowledge Base 40
Individual Class Participation 40
Possible Points 300
Translation of the total point score into a letter grade will be based on the instructor’s judgment guided
initially by >93% of 300 = A, 90-93% = A-, etc.
Requirements for Papers:
Team Paper: Each team will prepare a report, using Word, and a PowerPoint presentation on a GRC
topic. The paper will develop more fully a significant aspect of the team paper. The report's length should
exceed ten (10) pages (exclusive of exhibits and appendices), double-spaced, and using twelve (12) point
Times New Roman font. The report must be properly researched to include footnotes and a bibliography
of sources used and may be subjected to a “TurnItIn” scan. The report and PowerPoint presentation must
be e-mailed to the instructor by 9:00 AM on May 9, 2011. The criteria for evaluation follow:
Organization, grammar, and balance between too much and too little detail 40
Well researched with emphasis on the important aspects of a topic 40
“Cutting edge” developments identified and introduced effectively 20
Total 100

Course Syllabus Page 2

 Individual Paper: Each team member will prepare a report, using Word, detailing a significant issue
derived from the team topic. This paper will “drill down” and link the significant issue to the team
paper’s topic. The report's length should exceed eight (8) pages (exclusive of exhibits and appendices),
double-spaced, and using twelve (12) point Times New Roman font. The report must be properly
researched to include footnotes and a bibliography of sources used and may be subjected to a “TurnItIn”
scan. The individual report must be e-mailed to the instructor by 9:00 AM on May 2, 2011. The criteria
for evaluation of the paper and presentation will be:
Organization, grammar, and balance between too much and too little detail 40
Well researched with emphasis on the important aspects of a topic 40
“Cutting edge” developments identified and developed 20
Total 100

NOTE: Always place your team number on all communications with the Professor and the titles of your
papers on your file names when you submit them. Email subject should always be “AIM 6386.

Important, Time-Sensitive Requirement

Note: Study teams will be formed immediately. To facilitate the process, please e-mail konstans@utdallas.edu ,
with the subject “AIM 6386”, containing the information below.

1. Last Name; First Name; UTD Degree Program and Expected Graduation Semester
2. Day-Time Telephone Number and FAX Number; Day and Evening e-Mail Addresses
3. Collegiate Degree(s) Earned; Year(s) Earned; Name(s) of the Granting Institution(s)
4. Number of Earned Collegiate Semester Hours of Accounting; Where Earned (Institution)
5. Name of Current Employer; Your Position or Title; Months with Employer
6. Short Summary of Prior Business Experience with Most Recent Experience First
7. A Short Statement of Your Career Objectives and How You Expect This Course to Help

Tentative Academic Calendar

Date Topic Responsibility
1/10 Course introduction and requirements; Administrative issues. Dr. Konstans
Week 1 Overview of Corporate Governance.
1/24 Overview of GRC; OCEG and KnowledgeLeader Frameworks -- Navigating and Brett Curran; GRC
Week 2 Employing OCEG and Protiviti Websites. Consultant and OCEG
Relationship of GRC to Corporate Governance; XO@34567 Fellow.
Dr. KonstansXX
Federal Sentencing Guidelines related to GRC.
1/31 Risk 1: -- Risk Categories: economic, market, accounting, regulatory, legal, operational, Mark T. Carter;
Week 3 M&A, reputational, corporate governance, environmental and social, fiduciary, Dir. of Risk Mgmt.;
compliance, portfolio, credit, counter party, financial market systemic, project, et al. Dresser, Inc.
Review of authoritative sources regarding risk and risk management. Dr. KonstansXX
Review of the processes suggested by selected authoritative sources.
2/7 Risk 2: -- Risk Management Process: definition, planning, identification, analysis, Glenn Onstad
Week 4 mitigation, implementation, monitoring, and reporting. Review of the processes suggested Bank of America
by selected authoritative sources. Dr. Konstans XX
2/14 Risk 3: -- Risk Management Roles: directors, board committees, CEO, CFO, CRO, Dennis McGuffie, VP,
Week 5 general counsel, outside legal advisors, internal auditors, external auditors, et al. Tenet;

Course Syllabus Page 3

 Directors’ and others’ roles regarding risk substance, risk appetite, and risk process. Dr. KonstansXX
Relationship of SOX and PCAOB to Risk Management.
2/21 Risk 4: -- Governance, Risk & Compliance - GRC Program Management in Action: Philip Boneberg;
Week 6 How an effective GRC office is able to assess, monitor, communicate and provide potential Dr. Konstans XX
resolution for high business impacting risks and events. A corporate insider’s view.
Risk Management Across Industries: the impact of systemic risk across industries,
globally and domestic; Identification of risk differences across industries and risks
generally common to all industries. Reference to authoritative literature.
2/28 Risk 5 -- Enterprise Risk Management (ERM): stucture, process, and content. Risk Julie Winger, Partner
Week 7 management contrasted among large-cap, mid-cap, and small-cap entities. Risk Deloitte;
management in private and not-for-profit entities. A consultant’s view. Client experiences Dr. Konstans
and trends.
3/7 C&R 1 -- Overview of Compliance and Regulation – Legislative History: key laws Philip Boneberg
Week 8 affecting the compliance activities of U.S. corporations. Relationship of Risk Management Senior Director
to Compliance. Corporate Compliance
Key Regulators and Regulations: consideration of the roles of regulators, their regulatory McAfee
environment, and the regulations they enforce both in general and industry-specific. Dr. Konstans
3/21 C&R 2 -- Compliance Management Roles: directors, board committees, CEO, CFO, Larry Worthy; Dir. Of
Week 9 CRO, general counsel, outside counsel, internal auditors, external auditors, et al. IA and CRO; Six
Team Work Session. Flags
Dr. Konstans
3/28 C&R 3 – Reporting: external reports & filings especially to selected stakeholders such as Paul Zucconi; Former
Week 10 debt/equity providers, rating agencies, CSR monitoring agencies, customers, suppliers, et Partner: KPMG;
al.; internal reporting to directors, senior management, business unit leaders, front line Director: Torchmark;
management, et al. Titanium Metals
Dr. Konstans
4/4 C&R 4 -- International Compliance Management - Strategies & Challenges: roles, Eric Hinton
Week 11 responsibilities, communication protocols, knowledge management, legal challenges, and Associate General
overall decision making regarding key compliance matters for larger corporations with a Counsel; Lennox
significant international presence. Dr. KonstansXX
4/11 C&R 5 – Selected Topics in Compliance: Automation of the Segregation of Duties Dr. Konstans
Week 12 (COD); Internal Controls Best Practices; Environmental Governance and Compliance
Issues; Supply Chain Compliance Issues; Information Security and Privacy.
4/18 Ethics 1 -- Instilling a Culture of Compliance: ethics training, discipline, and proactive David Reid
Week 13 communication. The “ethics program” as a key control. Communicating with employees Vice President
to influence the mitigation of identified risks. Relationship of Ethics to Compliance. Texas Instruments
Dr. Konstans XX
4/25 Ethics 2 -- Interaction between Risk Management and Ethics Programs: Risk Kara Altenbaumer-
Week 14 management as a requirement of an ethics program (Federal Sentencing Guidelines Section Price, Attorney
8c). Risk management and measuring the effectiveness of ethics programs. Director of Complex
Claims & Consulting
USI Holdings, Inc.
Dr. Konstans
5/2 Special Topics: The Linkages between IT and Governance. Bryan Bonner; CIO
Week 15 GRC convergence; International compliance and regulation; Future compliance and Texas Instruments
regulatory trends in the U.S. and in other major global economies. Dr. Konstans
5/9 Team Project Presentations
Week 16

Student Conduct & Discipline

Course Syllabus Page 4

The University of Texas System and The University of Texas at Dallas have rules and regulations for the orderly and efficient conduct of
their business. It is the responsibility of each student and each student organization to be knowledgeable about the rules and regulations
which govern student conduct and activities. General information on student conduct and discipline is contained in the UTD publication, A to
Z Guide, which is provided to all registered students each academic year.
The University of Texas at Dallas administers student discipline within the procedures of recognized and established due process. Procedures
are defined and described in the Rules and Regulations, Board of Regents, The University of Texas System, Part 1, Chapter VI, Section 3, and
in Title V, Rules on Student Services and Activities of the university’s Handbook of Operating Procedures. Copies of these rules and
regulations are available to students in the Office of the Dean of Students, where staff members are available to assist students in interpreting
the rules and regulations (SU 1.602, 972/883-6391).
A student at the university neither loses the rights nor escapes the responsibilities of citizenship. He or she is expected to obey federal, state,
and local laws as well as the Regents’ Rules, university regulations, and administrative rules. Students are subject to discipline for violating
the standards of conduct whether such conduct takes place on or off campus, or whether civil or criminal penalties are also imposed for such
conduct.
Academic Integrity
The faculty expects from its students a high level of responsibility and academic honesty. Because the value of an academic degree depends
upon the absolute integrity of the work done by the student for that degree, it is imperative that a student demonstrate a high standard of
individual honor in his or her scholastic work.
Scholastic dishonesty includes, but is not limited to, statements, acts or omissions related to applications for enrollment or the award of a
degree, and/or the submission as one’s own work or material that is not one’s own. As a general rule, scholastic dishonesty involves one of
the following acts: cheating, plagiarism, collusion and/or falsifying academic records. Students suspected of academic dishonesty are subject
to disciplinary proceedings.
Plagiarism, especially from the web, from portions of papers for other classes, and from any other source is unacceptable and will be dealt
with under the university’s policy on plagiarism (see general catalog for details). This course will use the resources of turnitin.com, which
searches the web for possible plagiarism and is over 90% effective.
Email Use
The University of Texas at Dallas recognizes the value and efficiency of communication between faculty/staff and students through electronic
mail. At the same time, email raises some issues concerning security and the identity of each individual in an email exchange. The university
encourages all official student email correspondence be sent only to a student’s U.T. Dallas email address and that faculty and staff consider
email from students official only if it originates from a UTD student account. This allows the university to maintain a high degree of
confidence in the identity of all individual corresponding and the security of the transmitted information. UTD furnishes each student with a
free email account that is to be used in all communication with university personnel. The Department of Information Resources at U.T. Dallas
provides a method for students to have their U.T. Dallas mail forwarded to other accounts.
Withdrawal from Class
The administration of this institution has set deadlines for withdrawal of any college-level courses. These dates and times are published in that
semester's course catalog. Administration procedures must be followed. It is the student's responsibility to handle withdrawal requirements
from any class. In other words, I cannot drop or withdraw any student. You must do the proper paperwork to ensure that you will not receive
a final grade of "F" in a course if you choose not to attend the class once you are enrolled.

Student Grievance Procedures

Procedures for student grievances are found in Title V, Rules on Student Services and Activities, of the university’s Handbook of Operating
Procedures.
In attempting to resolve any student grievance regarding grades, evaluations, or other fulfillments of academic responsibility, it is the
obligation of the student first to make a serious effort to resolve the matter with the instructor, supervisor, administrator, or committee with
whom the grievance originates (hereafter called “the respondent”). Individual faculty members retain primary responsibility for assigning
grades and evaluations. If the matter cannot be resolved at that level, the grievance must be submitted in writing to the respondent with a
copy of the respondent’s School Dean. If the matter is not resolved by the written response provided by the respondent, the student may
submit a written appeal to the School Dean. If the grievance is not resolved by the School Dean’s decision, the student may make a written
appeal to the Dean of Graduate or Undergraduate Education, and the deal will appoint and convene an Academic Appeals Panel. The
decision of the Academic Appeals Panel is final. The results of the academic appeals process will be distributed to all involved parties.
Copies of these rules and regulations are available to students in the Office of the Dean of Students, where staff members are available to
assist students in interpreting the rules and regulations.
Incomplete Grade Policy
As per university policy, incomplete grades will be granted only for work unavoidably missed at the semester’s end and only if 70% of the
course work has been completed. An incomplete grade must be resolved within eight (8) weeks from the first day of the subsequent long

Course Syllabus Page 5

semester. If the required work to complete the course and to remove the incomplete grade is not submitted by the specified deadline, the
incomplete grade is changed automatically to a grade of F.
Disability Services
The goal of Disability Services is to provide students with disabilities educational opportunities equal to those of their non-disabled peers.
Disability Services is located in room 1.610 in the Student Union. Office hours are Monday and Thursday, 8:30 a.m. to 6:30 p.m.; Tuesday
and Wednesday, 8:30 a.m. to 7:30 p.m.; and Friday, 8:30 a.m. to 5:30 p.m.
The contact information for the Office of Disability Services is:
The University of Texas at Dallas, SU 22
PO Box 830688
Richardson, Texas 75083-0688
(972) 883-2098 (voice or TTY)
Essentially, the law requires that colleges and universities make those reasonable adjustments necessary to eliminate discrimination on the
basis of disability. For example, it may be necessary to remove classroom prohibitions against tape recorders or animals (in the case of dog
guides) for students who are blind. Occasionally an assignment requirement may be substituted (for example, a research paper versus an oral
presentation for a student who is hearing impaired). Classes enrolled students with mobility impairments may have to be rescheduled in
accessible facilities. The college or university may need to provide special services such as registration, note-taking, or mobility assistance.
It is the student’s responsibility to notify his or her professors of the need for such an accommodation. Disability Services provides students
with letters to present to faculty members to verify that the student has a disability and needs accommodations. Individuals requiring special
accommodation should contact the professor after class or during office hours.
Religious Holy Days
The University of Texas at Dallas will excuse a student from class or other required activities for the travel to and observance of a religious
holy day for a religion whose places of worship are exempt from property tax under Section 11.20, Tax Code, Texas Code Annotated.
The student is encouraged to notify the instructor or activity sponsor as soon as possible regarding the absence, preferably in advance of the
assignment. The student, so excused, will be allowed to take the exam or complete the assignment within a reasonable time after the absence:
a period equal to the length of the absence, up to a maximum of one week. A student who notifies the instructor and completes any missed
exam or assignment may not be penalized for the absence. A student who fails to complete the exam or assignment within the prescribed
period may receive a failing grade for that exam or assignment. If a student or an instructor disagrees about the nature of the absence [i.e., for
the purpose of observing a religious holy day] or if there is similar disagreement about whether the student has been given a reasonable time
to complete any missed assignments or examinations, either the student or the instructor may request a ruling from the chief executive officer
of the institution, or his or her designee. The chief executive officer or designee must take into account the legislative intent of TEC
51.911(b), and the student and instructor will abide by the decision of the chief executive officer or designee.
Off-Campus Instruction and Course Activities
Off-campus, out-of-state, and foreign instruction and activities are subject to state law and University policies and procedures regarding travel
and risk-related activities. Information regarding these rules and regulations may be found at the website address given below. Additional
information is available from the office of the school dean. (http://www.utdallas.edu/Business Affairs/Travel_Risk_Activities.htm)

Course Syllabus Page 6

 EVALUATION OF INDIVIDUAL CONTRIBUTION TO TEAM

AIM 6386: Risk Management, Compliance, and Regulation for Accountants; Spring 2010
NAME OF EVALUATOR: ___________________________________________
NOTE: Please do not evaluate yourself!

Dimensions of evaluation:

A. Significant number of Innovative ideas/items

B. Quality and depth of “mining” for a proposed knowledge area
C. Useful, effective and organized method of disseminating knowledge
D. Personal benefit to the individual completing this questionnaire

A B C D Total

NAME OF CLASS MEMBER (0-5) (0-5) (0-5) (0-5) (0-20)

Each team member is to be evaluated on the scale shown above for each dimension. Rank each team
member on all four dimensions. For example, if someone is assigned a total score of 50 points, that
individual will earn the maximum of 50 points of the total grade pertaining to contributions to the class’
Knowledge Base. Evaluation must be e-mailed to the instructor by 9:00AM, May 5, 2010.

Course Syllabus Page 7