Corporate Governance and Sustainable Development, Program 080200.68 “Management”, Master program in “Strategic Management and Corporate Governance”
The Government of the Russian Federation
The Federal State Autonomous Institution of Higher Education
“National Research University Higher School of Economics"
Faculty of Management
Course Title: Corporate Governance and Sustainable Development
Program 080200.68 “Management”
Master program in “Strategic Management and Corporate Governance”
Author(s):
Alexander Settles, PhD, professor, Department of General and Strategic Management
Ilya Tomoradze, CoSc, associate professor, Department of General and Strategic Management
Approved by the meeting of the Department «___»______20
Head of the Department ______[signature]
Recommended by the section of Academic Council «___»______20
Chairman ______[signature]
Approved by the Academic Council of the Faculty «___»______20
Academic Secretary ______[signature]
Moscow, 2012
This document may not be reproduced or redistributed by other Departments of the University without permission of the Authors.
1 Course Summary
The Course “Corporate Governance and Sustainable Development” is part of the second year of the masters program in the Department of Strategic and General Management. The prerequisites for the course include knowledge of micro and macroeconomics, principle agent theory, and basic exposure to Russian company law. The purpose of this course is to apply your understanding of corporate governance, boards of directors, corporate social responsibility, role of the board in strategic management, and the value of good corporate governance for firm valuations.
This course will examine the role that corporate governance has in the development of contemporary corporations. Corporate governance is the internal means by which corporations are operated and controlled and governance structures involve a set of relationships between a company’s management, its board, its shareholders and other stakeholders. To understand the importance of corporate governance to the development of market economy it is important to have a clear understanding of a joint stock company. The concept of corporation is rooted in the classical concept of the company developed in the mid-nineteenth century. The key concept was the incorporation of a legal entity, separate from the owners, which nevertheless had many of the legal property rights of a real person - to contract, to sue and be sued, to own property, and to employ. The company had a life of its own, giving continuity beyond the life of its founders, who could transfer their shares in the company. Crucially, the owners' liability for the company's debts was limited to their equity investment. Yet ownership remained the basis of power. Company law became the underpinning of corporate governance. It is important in the Russian context to remember that the open joint stock company (OAO) was not design as a measure to privatize government assets. In the UK, Canada and other countries the royal charter was method of managing such assets.
The course is organized in the lecture and seminar format where the material is introduced and discussed in the lectures followed by application in the seminar session with student presentations of their detailed analysis.
2 Area of Application and Regulatory References
This Course Program establishes minimum requirements for skills and knowledge of the student and determines the content and the forms of educational activities and reporting.
The Course Program is designed for lectures, teaching assistants for Master Program 080200.68 “Management”, Program “Strategic Management and Corporate Governance”, Course “Contemporary Corporation: Mechanisms of Control and Sustainable Development”
The Course Program has been developed in accordance with:
• National curriculum standard FGROS-3
• Education Program 080200.68
• University Academic Plan of the Education Program 080200.68 (approved in 2011)
3 Course Goals
The Goals of the Course Corporate Governance and Sustainable Development are as follows:
· To develop an understanding of the development of theory related to corporate governance;
· To instill a deep appreciation and respect for business ethics and ethical behavior in the students during their course work and later work life;
· To have a clear understanding of stakeholder theory and its application in the modern corporation;
· And to develop the proper critical thinking skills for both research and business applications.
4 Students' Competencies to be Developed by the Course
At the end of the course the student should have developed the following competencies
· Know
o How to apply principle agent theory to corporate governance and organizational problems
o The difference between the shareholder model and stakeholder model
o Realize while Russian corporate governance has unique features it can be understood in the context of the international development of corporate forms, law, and governance practices.
o How to find, comprehend, and analyze reliable sources of theoretical and empirical research concerning the contemporary corporation
· Be able to do
o The student should be able to read a corporate annual report or other company documents and conduct an analytical report of the corporation’s corporate governance practices.
o Develop a basic governance framework and practices for a corporation
o Conduct research into the corporate governance performance of a firm
· Gain skills (experience)
o Application of empirical and conceptual research skills including statistical analysis of secondary source data
o Qualitative and quantitative analysis of corporate performance information
o Application of international standards of corporate governance and corporate social responsibility
The Course develops the following competencies:
Competencies / NC/NRU-HSE Code / Learning outcome measures (the indicators of achievement) / Teaching methods of that contribute to the development of the competence /Able to reflect on (evaluate and refine) the development of scientific methods and ways of working / СК -М1 / Capable to read, review, and evaluate existing scientific literature. / Lectures and review of readings
Able to analyze, verify, evaluate the completeness of the information in the course of professional activities, if necessary, to fill and to synthesize the missing information and work in conditions of uncertainty
Able to organize a multilateral (including intercultural) communication and control it
Able to lead a professional, including scientific research in an international environment / СК –М6, SC-M7, SK-M8 / Capable of conducting comparative research / Interactive seminars
Videoconference participation with international partner universities
Able to define, translate legal and ethical standards in their professional and social activities
Able to make use of social and multicultural differences to solve problems in a professional and social activities / SLK-M1, SLK-M2 / Capable of understanding the legal and ethical standards in conducting and organizing business activities independent of national business culture. / Interactive discussion of ethical standards
Able to build a professional career, business, and make choices, guided by the principles of social responsibility / SLK-M7 / Capable of understanding and applying corporate social responsibility standards / Textual analysis of CSR standards
Best practice comparison
Able to organize scientific activities and to organize research / IC-M2/ IR-M3 / Capable of developing novel research and practice questions for further investigation / Brainstorming exercises
Presentation of ideas to the group
Able to accept oral communication, text, written communications to create a public oral communications to create texts, written communications in a foreign language / IR-M14/
IR-M16/
IR-M20/
IR-M22/ / Capable of working at a professional level in English and presenting results / Lectures
Seminars
Group and individual presentations
Written papers
Ability to describe the problem situation and professional activity, using the language and apparatus of economic science, to solve professional problems and issues at the intersection of science, in related professional fields / IR-M38 / Capable of working at a professional level in English and presenting results / Group and individual presentations
Written papers
5 How the Course Fits in with the Curriculum
The Course is a part of a Cyclical Syllabus as well as a cycle of Courses providing Master Program 080200.68 “Management.”
For Specialization “Strategic Management and Corporate Governance” the present Course is Obligatory.
The Course is to be based on the acquisition of the following Courses (at the bachelor level):
• General management
• Corporate Governance
The Course requires the following students' competencies and knowledge:
• Knowledge of principle – agent theory
• Knowledge of stakeholder theory
• Ability to integrate new knowledge of governance outcomes into management practices
• Ability to understand scientific research and apply in management settings
The main provisions of the Course should be used for further studies of the following Courses:
• Scientific Seminar: Problem in Corporate Governance
•
6 Course Schedule
№ / Topic / Total amount of hours / Classroom Activities / Self-StudyLectures / Seminars / Workshops
1 / Corporate Governance Introduction, Theoretical Background, Models of Corporate Governance from the International Experience / 46 / 10 / 6 / 30
2 / Role of Board of Directors in Firm Strategy and Cases / 32 / 8 / 4 / 20
3 / Role of Management in Corporate Governance and Sustainable Development of the Corporation / 20 / 4 / 2 / 14
4 / Corporate Social Responsibility – Stakeholders and Corporate Social Reporting / 34 / 8 / 6 / 20
5 / Shareholder Rights, Information Disclosure, Transparency and Audit Procedures / 32 / 8 / 4 / 20
164 / 38 / 22 / 0 / 104
7 Forms and Types of Testing
Type of testing / Form of testing / 1year / Parameters1 / 2 / 3 / 4
Intermediate / Course participation / X / Students are required to attend all lectures and seminars and participate in the discussion.
A passing mark is provided for attending a majority of the sessions
An excellent mark may be earned through participation in class discussions
Final / Review of literature / X / A 12 to 15 page review of literature is required.
This review of literature must be based on the international literature on the subject. The topic must be agreed by the fifth week of the course. Students are required to use the HSE library database and create a Web Endnote account
Final / Test / X / Oral exam based on the material from the course. The test will consist of the seminar presentations and a final oral exam scheduled at the end of the course.
7.1 Grading Criteria
The NRUHSE grading scale has 10 marks with 4 as the minimum for a passing mark.
Class Participation (10%)
Literature Review Paper (50%)
Final Exam and Seminar Project (40%)
Students are required to prepare an original literature review paper of between 4,000 and 6,000 words (12 to 16 pages) on a topic related to corporate governance or other aspects of the development of the contemporary corporation. The paper will be required to be submitted one week prior to the final exam. Students are required to meet all of the intermediate steps of providing topics, constructing research questions, writing literature reviews and collecting data. The learning outcome of the research paper is to apply the international approach to research in management and to understand the process of original research. The following is the schedule for intermediate steps for the research paper:
Lecture 2: Topic Selection
Lecture 4: Literature Review
Lecture 6: First draft with preliminary data analysis
One week prior to final seminar: Final paper
Project topics for the research paper must be approved by the instructor. Failure to adhere to the schedule for the paper will lead to a lower mark with a 1 point deduction for each late submission. Failure to hand in the paper by the deadline will lead to failure in the class.
Class Participation will be required of all students and students are responsible to read all required readings prior to the lecture and seminar. Class participation will be measured by attendance, participation in question and answer period of each lecture, and through seminar presentations.
The final exam will cover all of the material in the course including lectures and seminars and will be based on a combination of materials presented by the instructors and the required readings. Recommended readings may also be used to answer the questions. The form of this exam is an oral examination.
The seminar presentation will be based on cases assigned by the seminar instructor. The cases will cover a variety of topics related to corporate governance. The principle learning outcome of the seminar sessions will be the application, analysis and synthesis of information from the course.
The National Research University Higher School of Economics policy on re-examination that allows students to take schedule a retake of the exam if the student is absent for reason sanctioned by the university such as medical leave. Please refer to the current policy. In this course your attendance and research paper grades will carry forward to your final grade so that you may pass the reexamination but fail the course. The policy of this instructor is to hold only one reexamination for all students that require this reexamination and then to hold only one three member commission for the second reexamination. This complies with university policy. In all cases a student may only sit for the reexamination if all course work is finalized.
8 The Course Content
Learning Outcomes for the Course
The student is expected to develop a deeper understanding of the subject of corporate governance and current trends in corporate development and strategy. The course builds on their knowledge of economics, finance, general and strategic management, and other aspects of management to provide an integrated framework to understand how strategy is selected, how shareholders are protected, and how stakeholders are engaged to develop a sustainable corporation.
The basic skills that students develop in this course include a deeper understanding of the international literature (in English) on corporate governance, corporate finance and strategic management. The utilization of scientific and academic literature is crucial at this juncture of their academic careers as they are in the initial stages of preparing their masters dissertation. The advanced skills that students will gain in this course are in two areas: the ability to write in English in a specific subject and to utilize their econometric and business research skills developed in prerequisite course. The ability comprehend the knowledge that they have accumulated through their coursework and apply it independently is skill that they develop through this course. The ability to integrate, synthesize, and evaluate the scientific literature and apply it to real world situations builds their analytical capability.