Effective corporate governance and oversight is critical for any corporation to mitigate the possibility of governmental prosecutions and enforcement actions, but what exactly does this term mean and what does it require? This presentation will attempt to define the term and describe the critical parts that a board of directors, senior management and other components of an organization play in effecting an effective corporate governance and oversight structure. It will also discuss the elements of both a corporate and ethics program and enterprise risk management framework that effective corporate governance and oversight require. The requisites for so-called "independent" directors of an organization's board of directors are also discussed.