Lawsuits, But No Director Accountability. That way, the rebates did not go directly to Citigroup Asset Management, but to its affiliated transfer agent. Utilizes case discussion seminars to appraise the investigative methods and research designs for studying disease outbreaks and new epidemics. Safer financial system yet much hasn't changed A decade later: Too often, in my experience, boardrooms are full of directors that still don't understand that they have a fiduciary duty to shareholders at large. Organized course offering the opportunity for specialized study in an area of health not available as part of the regular course offerings. Countrywide's nonemployee directors collect fees, shares that they must hold for at least a year, and perks that include health insurance and spousal travel, according to the latest proxy statement.
David Ross, a former vice president at Duke. Ross says he believes the directorships weren't payback for admissions. Schmidt was elected Tuesday…. Some analysts interpreted the appointment … as an event that could help Apple….
How could mere mortals, e. Stanley O'Neal 's board at Merrill Lynch is largely handpicked. He has recruited people like John D. Finnegan , the chief executive of Chubb and a friend for more than 20 years. The two men worked together in the General Motors treasury department. O'Neal is also close to another director, Alberto Cribiore, a private equity executive who runs his own firm, Brera Capital.
In the late s, Mr. Cribiore came close to persuading Mr. O'Neal to join his nascent private equity firm. Directors also should recognize that their previous hands-off approach didn't work. O'Neal's ruthless response to anyone who challenged his authority might have made sense as he consolidated his position. Still, it left him holding the firm's top four positions for a time: The directors now have to put one of their own in charge as interim nonexecutive chairman. The nonexecutive chairman post is something they should consider keeping.
That might put off some potential CEO candidates. But Merrill's travails stem from inadequate oversight, and a CEO who insists on all the leeway granted Mr.
O'Neal might not be the right choice. The presence of a nonexecutive chairman could reassure investors the board is back on the case. O'Neal, and he was reportedly someone who resisted constructive criticism and stifled genuine debate. In this, he resembles plenty of chief executives, and there's nothing in Sarbanes-Oxley to prevent it.
But it's not good governance or effective leadership. As a result, Mr. O'Neal and his board may have failed to engage in the kind of debate that would have prevented this tragedy.
To be specific, what was Merrill's board asking Mr. O'Neal when Merrill was earning record profits on the outsize success of its huge investment in subprime mortgages and related collateralized debt and loan obligations? I know it's hard to ask tough questions in the face of success. It's not a strategy for winning popularity contests. But it's essential in the worlds of business and investing.
You can't earn massive returns without assuming tremendous risk. We now know that was true for Merrill. Amid the big gains in its fixed-income operations, it was assuming far more risk than anyone there apparently realized. Stephen Gordon , named chairman and chief executive in November, brought in five new directors One person close to the company described him as 'a safe choice,' because he was one of the few GM directors who had run a major industrial company.
The decision by President Barack Obama's auto task force to replace most GM directors came amid some pressure by company bondholders and other industry experts who had advised the task force in recent weeks During one meeting, the board was described as 'a collection of failed CEOs,' and the group was blamed for not prompting GM management to move faster in restructuring the company.
Some governance experts consider GM's board fairly weak because it lacks individuals with auto-industry expertise and includes several retirees without recent corporate-management experience. It may be easier to remove directors than to replace them, however. The government may encourage GM to add directors with more automotive or industrial know-how, some observers believe.
The more things change, the more they stay the same. Now, the US Calvary is galloping to the rescue. However, the US Calvary, with sabers held high, may lack pertinent experience.
Those companies include Citigroup Inc. Kresa has a deep base of contacts after several years on GM's board, a tenure as chief executive of Northrop Grumman Corp. He had planned to rely on his professional network to conduct the search.
Kresa choose Spencer Stuart for GM's board search, telling him that the search firm 'can do it quickly,' said a person close to the matter.
Kresa he would be contacted by Tom Neff, head of the firm's U. Neff with marching orders? Gone in the past 10 months are Chairwoman to Its Board" No one explains what "was named" means or by whom she "was named. Should the BOD motto be "Go along and get along or get out before we throw you out"? Chief executives tended to dominate the choice The way we govern now".
Mom-and-pop investors could buy shares in celebrity businessman Donald Trump ' s first public company, Trump Hotels and Casino Resorts. Their investments were quickly depleted. None of the original directors responded to requests for comment. One later director was close to Trump: Ivanka Trump was named to the board of directors in , when she was 26 and had been working for two years at her father ' s private company, the Trump Organization. Representatives for Ivanka Trump declined to comment.
Ivanka and Donald Trump both resigned from the company in , after Trump declared in a statement that he strongly disagreed with bondholders who had been pushing the company to file again for bankruptcy.
How much were they compensated for their stellar BOD service? It will only be different when the BOD ' s personal assets are on the line. Countries headed by "imperial CEOs" are known as kleptocracies. Eisner 's harsher board critics vehemently objected and accused the chairman of orchestrating her removal … Directors said the names of the four leaving the board were submitted by the nominating committee, which was acting on the recommendation from Eisner.
Stewart , that Mr. Van de Kamp, 'You're a terrible director. You are so loyal to Stanley P. Gold , it's like you've carried his babies. Van de Kamp, who was not reinstated to the board in a vote of 12 to 4, with 2 abstentions.
Minnie is especially fond of him. Disney critical of Mr. Eisner's management style either left or saw their influence diminished. Gold , who was once very influential on the board, was stripped of crucial posts because of his status as the investment adviser to Mr.
Eisner has proved himself a skilled corporate politician who has been shrewd about using the idea of better corporate governance as a shield against critics who threaten his reign. Gold's letter criticized the other directors for serving as a rubber stamp for management, saying that they enacted policies that muzzled dissenters and shielded Mr. Eisner from 'criticism and accountability. Let is start all over again. In a new report, Institutional Shareholder Services Inc.
Iger chairman—and criticized it for doing so— without seeking shareholder input. The report also raised concerns about his compensation. The board's decision to grant Mr. Iger the dual roles is 'an about-face from governance reforms adopted following a highly public 'vote no' campaign at Disney in ,' the report said.
The company subsequently adopted corporate-governance guidelines calling for an independent chairman, 'unless the board concludes that the best interest of shareholders would be otherwise better served. Chief Operating Officer Sheryl Sandberg. The report also questioned Mr.
Dolan replaced three directors with four of his friends this week, corporate governance experts, legal experts and investors cringed. Analysts said it behooved those new directors to take a hard look. Tenet Chairman Edward A. Kangas and two other directors counter that Mr. Nakasone resigned after he was asked to leave because he was disruptive and wasted the board's time. Repeated efforts to revisit decisions and even 'to argue about the minutes' distracted the board, hurt its efficiency and explains 'why we asked him to step off the board,' Mr.
Did Tenet issue a misleading explanation for the resignation? What is inherently wrong about revisiting past decisions? Should it not be for the Shareholders to decide whether a Director's efforts to protect their interests are "disruptive and wasted the board's time"? Scrushy with 'massive' accounting fraud…. May … and told the director he was going to 'fire' him ….
May's efforts to replace certain longtime board members Summers III , a retired president of Coca-Cola of the Southwest, notes he was asked to resign in after 'Jud Alfred "Jud" Schroede r, major shareholder and Chairman of Lancer and I reached an agreement that I wasn't good for the board because I was too independent. The indictment charged that through 'fraud and outright intimidation, Mr. Lake devised a scheme to loot the company of tens of millions of dollars,' It further contends that the two men forced out board members who objected to executive compensation plans She also complained that management failed to supply board members with sufficient information to make decisions.
Wittig, a Kansan who rose to stardom as an investment banker on Wall Street before returning nearly a decade ago with multinational ambitions for Westar. Wittig's lawyer, said he expected to win the case since most of Mr. Wittig's actions as chief executive were approved by Westar's board. In , it tapped Wittig to head corporate strategy.
Wittig resigned at the end of , after a grand jury had subpoenaed corporate records. He demanded tens of millions in unpaid compensation. Westar balked, commissioning a page internal report that detailed much of the alleged wrongdoing in the indictment.
Perhaps, BODs, if they feared any sting of accountability, would adopt the mantra of "trust, but verify" when dealing with the hired help.
Chief Executive Officer David Wittig and another executive guilty of looting the electric utility of millions of dollars. Wittig and Lake have denied the charges, saying that their actions were legal, approved by the company's directors, and disclosed in corporate filings.
The three-judge panel ruled that prosecutors presented insufficient evidence to support convictions of former chief executive David Wittig and former executive vice president Douglas Lake , on charges of wire fraud, money laundering, conspiracy and circumvention of internal financial controls.
In reversing the convictions, the appellate court ruled that all the counts hinged on the government's ability to prove that Messrs. Wittig and Lake tried to hide from the Securities and Exchange Commission their personal use of corporate aircraft.
However, the panel said, SEC regulations only require the reporting of such activity when it costs the company an amount above a certain threshold. Because 'the government offered no evidence that the additional cost to Westar of either defendant's personal travel ever exceeded this threshold. The court ruled that the defendants could not be retried on the fraud or money laundering charges, but that they could be retried on the lesser charges of circumvention of internal controls and conspiracy.
The court refused to give the instruction. There was no evidence that the value of personal travel ever exceeded the reporting threshold. With hindsight, one could observe that the prosecutors really blew it! Grasso had the authority to select those who served on the Compensation Committee. He also regulated most of them. This conflict allowed Grasso to influence directors who might have wanted to pay him less, and to reward directors who would pay him more.
For example, one former Compensation Committee member was confronted by Grasso after he had privately expressed concern to Ashen about a component of Grasso's proposed compensation in The director testified that 'he was a little taken [a]back that there was an ear to the committees And when he's kind of indirectly your supervisor or your regulator, you have to be careful.
Grasso , et al. Shapiro tapped Reed to serve on the Monsanto board and Reed, in turn, asked Shapiro to the board of Citicorp, the bank where Reed was chief executive. Reed said, he impulsively offered the chief executive job to Mr. Reed walked up to Mr. Train, whom he knew as a fellow trustee of the Massachusetts Institute of Technology Thain would have the power to veto other prospective chairmen.
Elson, who teaches corporate governance at the University of Delaware's business school, said. To Sue or Not to Sue? Did the "handpicked" BOD later ratify Reed's impulsive act by its silence? Thain went on to become CEO of Merrill Lynch and, when the bumbling herd stumbled over a cliff into the arms of Bank of America, was terminated. A former telecom executive, he was pushed out of Covad Communication Group shortly after Carly Fiorina named him to the board.
At the time, his allegiance seemed inclined far too much to Fiorina, rather than to HP's investors. If she left tomorrow, I'd resign tomorrow.
Some BODs may be so beholden to the CEO that regulators have to put a gun to their collective heads to get them to do what is in Shareholders' best interests. In a securities filing yesterday, Fannie said its financial statements from through the third quarter 'no longer should be relied upon' because they were prepared with practices that didn't comply with generally accepted accounting principles. Raines , who had carefully cultivated personal relationships with the directors over many years … taking them to dinner at a Four Seasons hotel in Washington on the eve of board meetings.
The directors came to no conclusions about Mr. Raines's fate Thursday, but agreed to hold a formal meeting on Sunday. Directors … still didn't come to a conclusion on whether to force Mr.
One idea advanced by Mr. Raines, according to a person close to the discussions, was for him to announce a retirement effective at some later date, which would have created the appearance that he wasn't to blame for the accounting fiasco. A final decision didn't come until Tuesday, when Mr. Fannie was subsequently placed into a conservatorship where it was forbidden to continue to make political contributions and to conduct lobbying efforts.
If you dissent on this board, we'll nail you. If company officials think I violated the law, they can call the cops. Spy on Him ". The report, which relied in part on private telephone records, fingered George Keyworth , a longtime director and former science adviser to President Reagan, as the source of many of the leaks about board deliberations.
A boardroom showdown ensued, during which the board voted to ask Mr. Keyworth to resign, and he refused, saying he was elected by the shareholders. Venture capitalist Tom Perkins , a friend of Mr. Keyworth, quit the board on the spot in anger. Keyworth will not be nominated for re-election to the board at its annual meeting next March.
Dunn said she regularly informed the board of the investigation, but provided few details, at the investigators' request. Keyworth to leave, Mr. Dunn, saying, 'Pattie, you betrayed me. You and I had an agreement we would handle this offline without disclosing the name of the leaker. Dunn says she never had such an agreement. Counsel was explicit the matter needed to go before the full board,' she says. Perkins rose from his seat, slammed his briefcase shut, and said, 'I quit and I'm leaving.
The law requires that when a director resigns, the company has to disclose whether it was the result of a fundamental disagreement. I don't want people to speculate about my health. Perkins had no disagreement with the company, only with Ms.
Therefore they decided they had no obligation to file details with the SEC. Instead, the board issued a statement on May 19 that simply said Mr. Perkins had resigned, effective immediately. Perkins was concerned with the way his resignation was portrayed by the company, however, and subsequently contacted the SEC with his concerns, according to people familiar with the situation. Perkins has also been critical of the investigation, which he suggested involved illegal surveillance.
Board members acknowledge some discomfort with the methods used by the private investigator who obtained the phone records, but H-P says it was assured by the investigators that the methods were legal. Assuming that the BOD provided any hearing of the allegations against George, he could have defended against his removal on the ground that the BOD had acted with "unclean hands" in acquiring its alleged proof. What is the value of the private investigator's assurances? Would anyone expect an admission of illegal activities?
The other message is that Directors are under pressure to conform and keep quiet, or else…. Or, does it mean that he regrets abandoning his friend and fellow Director in in his time of need? Perkins sent a letter to Hewlett-Packard wherein he set forth his version of the events surrounding his resignation, his follow-up efforts and various allegations of misconduct. Pretexting, or posing as a person in order to obtain private phone or other information about them, is illegal in California.
He added that H-P didn't know pretexting would be involved. H-P declined to disclose the name of the private-investigation firm it retained or the 'pretexting' firm that firm employed as a subcontractor.
Keyworth for another term as director. The company is scheduled to hold its next board elections in March The law firm had concluded that the methods used were legal, these board members say.
But the law firm says it made no such conclusion on its own; it simply reported that the private-investigation firm involved and that firm's lawyers claimed their methods were legal. Larry Sonsini, the attorney for H-P's board, yesterday declined to comment. When does a high-powered law firm reasonably rely, in matter crucial to its client, upon the favorable legal opinion of other and, likely, lesser powered law firm of their client's investigator?
For what has the BOD paid? A major issue remains whether and to what extent there is a semblance of due process in the board room before the death penalty is imposed upon a member who is invited, but refuses, to resign.
Sonsini's firm has grown strained. Perkins of discussing internal Hewlett-Packard deliberations with others last month. The lawyer went on to demand that he name those he spoke to and what documents he gave them. Perkins's response was just as rough.
Dinh … accused the law firm of conflicts of interest. He accused the company of 'sanitizing' the minutes of the board meeting in which Mr. He told the company that Mr. Perkins was a victim of possible fraud, identity theft and misappropriation of personal records. Sometimes, CEOs make consensual Directors disappear.
Hollinger International … did that late last year. Shareholders like president of hedge fund Providence Capital, Herbert Denton … wanted three of the firms' directors to step down. ACS Chairman Darwin Deason , a flamboyant entrepreneur who built the company, teamed up with Cerberus Capital Management LP during the buyout frenzy earlier this year to take the company private.
But such a bid never materialized, and earlier this week Cerberus pulled its offer, citing turmoil in credit markets. ACS management along with some of its biggest shareholders, including Oppenheimer Funds, blamed the independent directors for allowing the deal to slip out of their hands -- by refusing to set a vote on the bid before pursuing alternatives.
The directors say they had a duty to look for other potential bidders, given that Cerberus's proposed deal included the participation of ACS's chief insider: The dispute is all the more extraordinary given the close, even cozy, relations Mr. Deason once enjoyed with a number of the independent directors -- Robert B. Livingston Kosberg, Frank A. Several of them enjoyed business or personal ties with Mr.
Deason in past years. The confrontation began Tuesday during a six-hour board meeting, when Mr. Deason demanded the directors resign immediately. He threatened to nominate a new slate of independent directors for election at the next shareholder meeting, in May, if they refused He also said he would issue a news release accusing them of neglecting their duties if they didn't comply by yesterday, these people said. The directors responded in their own sharply worded letter: Late yesterday, the independent directors filed a lawsuit against Mr.
Deason and other ACS executives in Delaware Chancery Court asking for a declaratory judgment that they haven't breached their fiduciary duties. The resignations came during a closed-door session in which the bloc sought to replace Chief Executive Alan Armstrong , who they felt was ill-suited to lead an independent Williams as it sets out a new course, the people said.
Chairman Frank MacInnis was among those who resigned, as were a pair of activist hedge-fund investors, Keith Meister and Eric Mandelblatt , who joined the member board following a public campaign in , the people said.
All three had championed the merger with Energy Transfer, which Mr. Armstrong had opposed and continued to oppose even after it was agreed. The discussion turned to whether Mr. Armstrong was the best person to remain at the helm. The directors not including Mr. Armstrong were split evenly, with six supporting Mr. Armstrong and six opposed. MacInnis, who had been Williams ' s chairman since , was opposed to Mr. Armstrong remaining as CEO, but resigned largely for personal reasons….
All three had been supportive of the merger. Did the newly departed leave with some benefits? Does one hand wash the other? Do CEOs and Directors say to one another, in substance, "I won't tell on you to Shareholders , if you don't tell on me"? A conflict of interests arises when Directors set their own compensation, e. It is just another conflict of interest for which there is no real accountability. Corporate governance watchdogs fret that CEOs use lucrative pay packages to co-opt board members.
Still, that's not bad for a part-time job that requires attending a handful of meetings a year. And because boards seem reluctant to rein in compensation, some critics conclude that the system is irreparably broken. Sinegal of Costco Wholesale pay package seems a throwback to another era, especially when compared with the lavish compensation of Henry R. Sinegal's compensation is skinny, then corpulent is the word that comes to mind when considering the pay bestowed on Mr.
Silverman, the chairman and chief executive of Cendant, the travel, real estate and direct marketing concern. The fear, of course, is that corporate executives, who have oodles to gain from mergers, have too much say about the terms, structure and consummation of the transactions.
When management is at the controls, as often seems to be the case, directors are asked mostly to rubber-stamp the deals. Melican , president of Proxy Governance. Melican, an executive vice president at International Paper from to , was involved in many of that company's mergers.
And because there are going to be shareholder lawsuits, you can pretty much assume you'll be in depositions for many years. Melican said, when executives of the acquired company are promised high-ranking jobs at the combined entity, postmerger.
Melican says, boards have to get in early. But hey, that's what being a fiduciary means. Anyone Tell the Board? Where there is a will, there is a way! CalPERS is "concerned by the timing of a decision in May by PacificCare 's board to boost payout that executives would get if the company was sold.
Typically a board would know whether high-level merger talks had been occurring for months Upon what need for change was it based? What are the odds that the BOD's decision was based upon a "fairness" or consultant's opinion, which issued by someone who was well-paid by Management? Steven Milloy … claimed that Goldman's policies are … designed to advance Mr. He objected to Goldman's gift of , acres in Chile to the Wildlife Conservation Society , calling it a conflict of interest because Mr.
Paulson is chairman of the Nature Conservancy, which works with the society, and has a daughter, Merritt, who sits on the society's board of advisors.
Paulson batted away the charges with a simple defense: The board did it, not me. He was not even part of the discussions of the Chilean land deal.
Paulson's involvement with the conservancy or his advocacy of environmental causes. No one who makes it into the board room of a place like Goldman is unfamiliar with the time-honored strategy of gaining influence by showing interest in the CEO's interests, be they golf or global warming.
Why wouldn't directors rubber-stamp Mr. There are no studies to prove this, of course. But the society pages hold a clue: It's the CEO who is toasted at benefits and photographed for posterity.
How often is the source of the funds -- the pockets of shareholders -- even mentioned? The Free Enterprise Action Fund , a tiny mutual fund with a conservative political bent, says the gift hasn't benefited Chile or Goldman shareholders. The fund petitioned the Wall Street firm on Friday to have its board review the gift as part of a broader study of Goldman projects supporting environmental causes, and seeks a shareholder vote on the proposal.
Treasury Secretary, defended the donation at Goldman's annual meeting on March 31, saying it was something 'Goldman Sachs wanted to do.
Paulson's son, Henry Merritt Paulson. At the meeting, Mr. Paulson said he knew of the deal but recused himself from the decision, leaving it to the board. Paulson's underlying assumption is that whatever Goldman wants is proper. Now the country's most important court for corporate law has raised questions about some deals.
I n recent back-to-back opinions, the Delaware Court of Chancery criticized two publicly listed companies that have agreed to sell themselves to private investors. The rulings expressed concern that Topps Co. The author of both opinions, year-old Vice Chancellor Leo E.
Strine faulted the company's board for letting Chief Executive Robert E. Rossiter negotiate the deal with Mr. Icahn on his own.
The Delaware court's increased scrutiny of possible conflicts comes amid rising complaints, and more lawsuits, criticizing buyout deals for allegedly enriching corporate executives at the expense of the shareholders. In the current buyout craze, many buyout firms retain the management by offering rich pay packages and a stake in the newly private entity.
These deals are being challenged in the courts by shareholders who allege that they are getting a meager payout for the company. They say boards are accepting deals based on factors other than the best-available price. In addition, shareholders are accusing boards of running into the friendly arms of private-equity buyers to escape activist hedge funds, who are trying to oust them through proxy battles.
In the case of Topps, the New York producer of trading cards, collectibles and candy, shareholders have accused the board of breaching its duties to get the highest price for the company Strine warned in his Topps opinion. Not only do CEOs get theirs, but , when they do wrong, Shareholders foot the bill. Once again, shareholders are shouldering the costs of unethical behavior they had nothing to do with. Hill and Richard W. Painter, professors at the University of Minnesota Law School.
In 'Better Bankers, Better Banks,' they argue for making financial executives personally liable for a portion of any fines and fraud-based judgments a bank enters into, including legal settlements. Hill said in an interview. If that's the case, bad CEOs are able to hang on to their jobs long after they should be driven out. In a new study titled Pay for Failure: Few of the plans, for example, required that the company's performance be measured against its industry peers. It's a matter of mutual back-scratching, as another recent study confirmed.
The authors are John K. They found that companies paying CEOs excessive amounts also pay directors excessive amounts. Companies that pay too much also tend to perform worse than their peers. Kozlowski was exceptionally extravagant with company money, Mr. Campriello showed jurors an expense report Mr. John Fort submitted for his attendance at a single three-day board meeting. Campriello asked 'This is the way we traveled,' Mr.
Permitting extravagant expenses is the morale equivalent of bribery. Raines received salary, bonus and other compensation last year However, Fannie Mae is not a person.
The Broadcom Corporation … shareholders are being asked to vote on a company proposal to increase by 12 million the number of shares authorized for grants under its stock incentive plan.
In addition, a 'yes' vote will expand the types of stock awards that the company can offer executives and employees, as well as grant the compensation committee the right to reprice underwater options at any time. This objectionable repricing practice removes the risk for executives and employees that outside shareholders incur when their stock falls.
Had the proposed plan been in place last year, it would have cost shareholders an amount equal to about 75 percent of the company's revenue, the firm said.
Berman had until 29 February been affiliated with a law firm that served as outside counsel to the Company and had since 1 March been engaged by the Company to render legal, regulatory and other professional services. Berman was a director of Tyco until December 5, From March 1, through July 31, , Mr. Berman was engaged to render legal and other services. During this period, Tyco compensated Mr. Berman with health benefits, secretarial assistance, a cell phone and electronic security services for his homes.
Weingarten said the two clashed over several issues, including the amount of Tyco business sent to Kramer Levin for which Berman received referral fees.
Dennis Kozlowski , Tyco's former chief executive, and were not approved by the board or disclosed in filings with the United States Securities and Exchange Commission. He also has drawn fire from critics for having business ties to Disney in the past while sitting on the board. Those payments ended two years ago amid an outcry from corporate governance experts. Independence of new chairman, who had sided with Eisner, is called into question. Mitchell, 70, … who has little business experience, said … yesterday that he had no desire to play the corporate strategist, as many chairmen do.
Instead, he sees his main job as negotiating among factions of unhappy investors, other board members and Michael D. Eisner, the chief executive who lost the chairman's title in the wake of a resounding no-confidence vote at the company's shareholder meeting on Wednesday. Mitchell's appointment is not sitting well with many of the investors … nor with corporate governance experts.
They complained that not only does Mr. Top 10 Health Benefits of Drinking Coffee. Top 10 Healthy Birthday Activities. Top 10 Tips To Improve Posture. Top 10 Unhealthy Fashion Trends. Burning Calories at Home! Spring Cleaning IS a Workout…. Top 10 Health Benefits of Collagen. A criminal background check is required during the semesters in which a student enrolls in field-based practicums. Students will be required to complete a Criminal Record Check for practicums associated with schools, healthcare facilities, hospitals and clinics.
It is the responsibility of the student to determine if his or her criminal history background will present a problem before applying for admission to the program. Students with problematic criminal history will not be able to complete most of the field experiences that are required by the program. This course sequence guide is designed to assist students in completing their UTSA undergraduate degree requirements that are part of the Coordinated Program in Dietetics.
This is merely a guide and students must satisfy other admission requirements for the Coordinated Program in Dietetics; and meet with their advisor for individualized degree plans. Students may choose to take core and support courses during Summer terms to reduce course loads during long semesters. Courses in the Nutrition and Dietetics Program are only offered once a year, according to the guide below.
The practicum courses involve traveling off campus to affiliation sites. Check the University Schedule of Classes or with the instructor to plan the rest of the course schedule accordingly. All students pursuing the Minor in Community Health must complete the following 18 semester credit hours:. All students pursuing the Minor in Wellness must complete the following 18 semester credit hours:. To declare a Minor in Community Health or Wellness or to obtain advice, students should consult their academic advisor.
All students pursuing a Certificate in Athletic Coaching must complete the following 15 semester credit hours:. This course is designed to provide teacher certification students with the opportunity to gain developmentally appropriate knowledge and skills in health and environmental safety.
It will address health-related issues in personal, interpersonal, and community settings and creating a safe teaching environment. Offered Spring Semester only. Introduction to Community and Public Health. This course is a survey of the profession of public health and the competencies required of health educators, including examination of philosophies, ethics and current trends. This course serves as a foundation for other courses in the health degree.
Emphasizes the concept of mind, body, and spirit as necessary components of total well-being; principles of preventive health; and self-responsibility for personal health behaviors. This course introduces students to practices and skills that are commonly used in community health and preventive health services. These include health screening skills and skills for communicating and interpreting screening results. The course offers hands-on practice of these skills.
Database Management in Community and Public Health. This course will focus on practical issues in database management. Students will learn how to perform basic query and reporting operations, migrate data between various file formats, share data using cloud data management systems such as Dropbox, prepare data for statistical analysis, conduct statistical analyses common in community and public health, perform data quality control and assurance procedures and develop formal documents for reporting outcomes.
Survey of Drugs and Health. Study of the use and abuse of drugs and other substances. Examines addiction, dependence, tolerance, motivation for use, and effects of substance abuse on health and society. Survey of Human Nutrition. An overview approach to understanding the principles of nutrition and their effect on health and fitness.
Emphasis on major nutritional issues throughout the human life cycle; self-evaluation of diet and fitness habits. Survey of Human Sexuality. A study examining the breadth of human sexuality, including psychosocial, cultural and physical aspects, and its impact on our lives. Principles of Weight Management. An in-depth study of the field of prevention and management of obesity. This course provides practical application of nutritional, psychological, and physical activity principles that help individuals manage their own weight and is suitable for students in health, kinesiology, psychology, biology, counseling, or others.
A noncompetitive, monitored activity component is required. Physical Activity and Health. The course provides a survey of the health-related effects and social-cultural and behavioral determinants of physical activity and exercise.
Theories of Health Behavior. Designed to provide an overview of health behavior theories, program planning models and multi-level interventions typically used in public health. Each level of the socio-ecological model will be discussed including individual, interpersonal, organization, community and policy.
Directed field experience is required. Formerly titled "Foundations of Health Theory. Study of community health problems and the function and organization of public, private, and voluntary health agencies, application of health theories and models and program planning methods. Offered Fall Semester only. Organization, administration, and supervision of health programs in the community, school, business, or industry setting. Application of health theories, models and program planning methods is required.
Application of theories and models for program development, implementation and evaluation. Health majors and minors only. Physical, social, and psychological development throughout the lifespan.
Implications for health professionals at all stages of development prenatal to death are addressed. Practical application of techniques for shaping healthier emotional behavior; emphasis on personality, stress management, and fulfilling relationships. Child and Adolescent Health Promotion. Designed for students who are interested in promoting the health of youth, as well as those students pursuing academic training in education and community health.
The primary goal of this course is to improve the health literacy of teachers and health promotion specialists through understanding and application of evidence-based child and adolescent health promotion concepts. Program Planning and Evaluation. This course provides students with a basic understanding of planning, implementing, and evaluating health promotion programs in a variety of settings, including worksite, healthcare, and community and at a various levels individual, organization, community, policy.
Human Disease and Epidemiology. An in-depth look at the etiology, prevention, and treatment of chronic and contagious diseases afflicting humans and epidemiological methods. An in-depth study of human sexuality, including psychosocial, cultural and physical aspects. An in-depth examination of the principles of nutrition and their effects on health and fitness.
Emphasis on critical thinking and translation of nutritional knowledge to real-world settings. Includes self-evaluation of diet and fitness habits. Application of health theories and models for program development, implementation, and evaluation in nutritional context.
Environmental Health and Safety. Considers applicable factors of ecology, including problems related to water, waste, pesticides, foods, radiation, population, and other aspects of the total ecosystem, as well as personal and occupational safety within these parameters. Capstone for Community Health and Preventive Services. This course aids students in synthesizing their classroom and internship experiences to reinforce critical skills and key responsibilities for Health Educators.
This course will provide students with an overview of resources, skills, and recommendations regarding their professional development. Student is required to have a cumulative grade point average of 2. The opportunity for work experience in a private or public health-related agency.
Opportunities are developed in consultation with the faculty advisor and on-site coordinator. Special Studies in Health. Organized course offering the opportunity for specialized study in an area of health not available as part of the regular course offerings. Enrollment limited to candidates for honors in the Department of Health and Kinesiology during the last two semesters; consent of the Honors College.
Supervised research and preparation of an honors thesis. Practice in the techniques of individual physical activities. Sections focus on particular sports or fitness activities as indicated in the Schedule of Classes.
Freshman Topics in Kinesiology. This course is designed to help students acquire the tools and life skills necessary to succeed in college and the future. The curriculum is an overview of topics including: Practice in the techniques of team sports.
Sections focus on particular sports as indicated in the Schedule of Classes. Generally offered Fall, Spring. Computer Applications in Kinesiology and Health. Application of computer and multimedia technology in Kinesiology and Health disciplines. Lifetime Fitness Activity Instruction. Practice in delivering instructions in lifetime fitness activities for adults.
These activities include cycling, hiking, jogging, golf, badminton and tennis. Fitness and Wellness Concepts. This course is designed to provide students with developmentally appropriate knowledge and skills in health and fitness.
The course will address health-related issues in personal, interpersonal, and community settings. An individual fitness requirement may be required. This course examines the word roots, prefixes, suffixes and terms used in medicine and clinical exercise.
A major focus will be on the terms used in the major organ systems of the body, diseases, injuries, and medical treatments. First Aid and CPR. A study of basic first aid procedures, cardiopulmonary resuscitation CPR , automated external defibrillation AED , and blood borne pathogens. Upon successful completion of this course students will be able to sit for national certification in first aid and CPR. Study of the history and philosophy of physical activity, and an introduction to anatomy, physiology, biomechanics, motor behavior, and psychology of exercise and sport.
This course will also introduce careers in kinesiology and the requirements for graduation with a degree in kinesiology. Formerly titled "Cultural and Scientific Foundations of Kinesiology. Outdoor Activities and Innovative Games. Practice in delivering instructions of selected outdoor activities hiking, orienteering, biking and innovative games for all age groups.
Weekend class field trips required. Laboratory fee will be assessed. Formerly titled "Outdoor Activities and Lifetime Sports. Introduction to concepts and skills that will prepare the student to become an effective leader of physical fitness, sport and health, and physical education programs. Skill Analysis in Physical Activity: Practice in delivering developmentally appropriate physical activity instruction in a variety of selected individual activities such as golf, bowling, archery, and track and field.
This course will discuss the principles and philosophies of coaching sports. Domains will remain consistent with that of the National Standards for Sport Coaches and will focus on philosophy and ethics, safety and injury prevention, physical conditioning, growth and development, teaching and communication, sport skills and tactics, organization and administration, and evaluation.
Practice in delivering developmentally appropriate physical activity instruction in a variety of selected team sports, such as football, volleyball, and team handball. Practice in delivering developmentally appropriate physical activity instruction in a variety of selected dual sports, such as badminton, tennis and handball.
Practice in delivering a variety of appropriate aerobic, musculoskeletal fitness, and wellness activities for children and adults. Formerly titled "Aerobic Fitness Instruction. Provide instruction in facilitating the foundational movement skills which provide the basis for all movement capacities and their application in specialized activities geared to the early childhood through adolescent stages.
Formerly titled "Rhythmical Activities and Dance. Instructional techniques applied to health related fitness using resistance training, balance, flexibility, and musculoskeletal conditioning activities. A study of motor, physical, and neuromuscular development across the human life span. Effects of social, cognitive, growth and maturation, and aging factors on motor development will be addressed.
Directed field experience may be required. Scientific Principles of Physical Activity. A study of the physiological and biomechanical principles of physical activity and human movement. Emphasis is placed on acute responses and chronic adaptations of the musculoskeletal and cardiorespiratory systems to physical activity.
Care and Prevention of Athletic Injuries. Prevention and care of athletic injuries. A study of training and conditioning for the team and individual. Techniques and procedures for emergencies: Organization of the training room facility. Formerly titled "Athletic Injuries and Training Procedures.
Anatomy and Physiology for Kinesiology. A detailed study of anatomy and physiology of the human cardiorespiratory, musculoskeletal and nervous systems. Emphasis will be placed on the anatomical factors that cause human movement and application to common exercise-related injuries.
Anatomy laboratory hours may be required. Quantitative and qualitative evaluation of human movement through analysis of video and biomechanical data. Application of Biomechanics to sports performance enhancement and injury prevention. The study of the human body in sports motion and sport objects in motion.
The application of mechanical principles, kinematics, and kinetics. Biomechanics laboratory hours are required. Development, organization, and delivery of appropriate physical activities for children through the adolescent stage. Some fieldwork observation experiences may be required. Laboratory exercises demonstrating principles of exercise physiology. Topics include metabolic, cardiorespiratory, and neuromuscular responses to physical activity and exercise. A study of the adaptation and effects of the body to physiological stress.
Emphasis will be placed on the physiology of training, metabolism and work capacity, and electrocardiography. Health Related Fitness Assessment Laboratory. This course includes laboratory and clinical measurements of aerobic capacity, balance, body composition, electrocardiography, flexibility, muscular endurance, muscular strength, and pulmonary function. Students are required to demonstrate competence in administering health related physical fitness.
Health Related Fitness Assessment. A study of the principles and concepts of fitness measurement. Topics include graded exercise testing, electrocardiography, assessment of aerobic capacity, body composition, flexibility, muscular strength, muscular endurance, and pulmonary function. Fitness Programming and Exercise Prescription. A study and application of principles and concepts related to designing exercise programs.
The target population includes apparently healthy adults and individuals with special considerations, including cardiovascular disease, pulmonary disease, obesity, diabetes, pregnancy, and children. A detailed examination of the nervous, muscular, and skeletal systems. This course focuses on bones. The etiology and pathophysiology of common sport and exercise related injuries to the musculoskeleton will be introduced.
Laboratory examination of the skeletal system may be required. An investigation of psychological processes and behaviors related to participation in exercise and physical activities.