Chapter Objectives: • Introduce the managerial function of corporate governance. • Understand the roles, responsibilities, and duties of corporate senior executives, including the CEO and CFO. • Identify the components of executive compensation and illustrate how each of these components relates to effective corporate governance. • Identify the financial reporting requirements of public companies and SOX provisions that pertain to management certifications of financial reports and internal controls. • Be aware of financial reporting challenges facing public companies including off balance sheet arrangements, aggregate contractual obligations, and critical accounting policies and practices. • Discuss management’s responsibilities for ICFR. • Provide an overview of the costs and benefits resulting from Section 404 compliance.