MN 7036 – Corporate Governance

MN 7036 – Corporate Governance

Aims
The module introduces students to the study of corporate governance. It explores theoretical approaches, contemporary issues and practical aspects of corporate governance in international contexts and in regard to variousprivate, public, non-profit and NGO enterprises. The module addresses in particular the development of corporate governance and firm organization, the effects of institutional contexts, the rise of financial imperatives and actors, the role of shareholders and stakeholders, the role and structure of boards, and directors’ roles. It also critically addresses key questions of social and political governance of corporate firm action in society, and of corporate social responsibility in an international comparative approach.

Objectives
At the end of this course students will have developed knowledge to:

•    understand theoretical approaches to corporate governance
•    understand the institutional contextsof corporate governance
•    understand the role and structure of boards of directors,
•    understand the development and uses of corporate governance codes
•    understand critical approaches to and wider agendas of corporate governance
•    reflect critically on the effects of corporate action and questions of corporate responsibility in society
•    develop oral and written communication skills and the ability to work collaboratively and contribute effectively to class discussions.

TEACHING METHODS

The module will be taught via a combination of formal lectures and class discussions. Students are expected to undertake relevant reading in preparation for each class and to actively contribute to teaching and learning sessions.

READINGS

Two main textbooks are strongly recommended:

Mallin, C. 2010. Corporate Governance, Oxford: Oxford University Press.

Solomon, J. 2010. Corporate Governance and Accountability, Chichester: Wiley.

Also recommended:

Clarke, T.;& Branson, D.(eds.). 2012. The SAGE Handbook of Corporate Governance, Oxford.
Monks, R. and Minow, N. 2008. Corporate Governance (4th ed.) Chichester, UK: The Wiley & Sons.
Other useful readings are listed at the end of the module outline.

ASSESSMENT

The module is assessed on the basis of a 3,000 – 3,500 word essay.
Assignment deadline is 15 May2015.The assignment topics are listed below.

Full information regarding the assignment, further suggested readings and workshops in preparation will be provided in class time.

Students are strongly advised to prepare to start working at the commencement of the module and to take advantage of all classes and discussions in preparation for their assignment.

MODULE PROGRAMME

Lecture 1    Friday 30 January 2015

Introduction: What is Corporate Governance?

Readings: Mallin Chapter 1; Solomon Chapter 1.

Lecture 2    Friday 6 February

Theoretical Approaches to Corporate Governance

Readings: Mallin Chapter 2; Solomon Chapter 5.

Lecture 3     Friday 13 February

Developing Codes of Governance

Readings: Mallin Chapter 3; Solomon Chapter 3.

Lecture 4    Friday 20 February

Shareholders and Stakeholders

Readings: Mallin Chapter 4; Solomon Chapter 5.

Lecture 5    Friday 27 February

Boards of Directors, their structure and role

Readings: Mallin Chapter 8,9; Solomon Chapter 4.

Lecture 6    Friday 6 March

Corporate Governance in International Comparison

Readings: Mallin Chapter 10,11,12; Solomon Chapter 7.

Lecture 7    Friday 13 March

Corporate Governance in International Comparison: Focus on China

Readings:  Mallin 10, 11, 12, and Solomon Chapter 9

Lecture 8    Friday 20 March

Corporate Governance and Society:enlarging the portfolio of governance

Readings: Solomon Chapter 9, 10; Mallin Chapter 7

Lecture 9    Friday 27 March

Critical Issues in Corporate Governance

Readings: Mallin Chapter 14, Solomon Chapter 11

Lecture 10   Friday 8 May

Review and Revision

ASSIGNMENT

Due date: 15 May 2015

Write an essay of 3000-3500 words on one of the following topics:

Essay Topics:

1.    Discuss the development of corporate governance codes. How useful are codes in achieving good corporate governance? You may discuss the case of the United Kingdom or includedifferent international contexts affectingthe development of corporate governance.

2.    How important are the voices of different stakeholders in corporate governance? In what ways might stakeholders’ interests conflict with each other?

3.    Compare and contrast the unitary (or single) board and the dual (or two-tier) board systems of corporate governance. Are there advantages or disadvantages in these configurations?

4.    Critically discuss and evaluate arguments that propose an international convergence of corporate governance institutions. What would be the advantages and disadvantages of global convergence? Would it be possible, or desirable?

The Learning Outcomes of this assignment are intended to be your gaining of in-depth knowledge of at least one important topic in Corporate Governance. You will demonstrate a grasp of the key theoretical elements and arguments, and be able to critically discuss and evaluate their contribution to understanding the governance of corporate firms and organizations.

Marking Criteria
Essays will be marked on:
1)    demonstration of analytic understanding of topic through the discussion of relevant literature, appropriate focus on core concepts and assumptions, theoretical argument;
2)    quality of development of reasoned and effective discussion through ability to construct a coherent argument, critically evaluate, utilise relevant examples and or literature
3)    quality of thoughtful engagement with the literature and debates discussed in the essay; ability to reflect, fairly consider, propose and express ideas.

________________________________________

Useful Additional and Background Reading:

Aglietta, M. and Rebérioux, A. (2005) Corporate Governance Adrift: A critique of shareholder value, Cheltenham: Edward Elgar.
Aguilera, R. & Jackson, G. (2003). “The cross-national diversity of corporate governance: Dimensions and determinants” Academy of Management Review, 28(3):447-465.
Alexander, J. A. & Weiner, B. J. (1998) “The adoption of the corporate governance model by nonprofit organizations”. Nonprofit Management and Leadership 8(3):223-242.
Aras, G. & Crowther, D.2010. A Handbook of Corporate Governance and Social Responsibility, Farnham UK: Gower.
Blair, M. (1995). Ownership and control: Rethinking corporate governance for the twenty-first century. Washington, D.C.: Brookings Institute.
Carver, J. (2006)  Boards that make a difference: A new design for leadership in nonprofit and public organizations. San Francisco, CA : Jossey-Bass.
Corbetta, G. & Salvato, C. (2004). “The board of directors in family firms: One size fits all?” Family Business Review, 17(2), pp. 119–134.
Cornforth,C. (Ed.)(2003) The Governance of Public and Non-Profit Organisations: What do boards do? London: Routledge.
Crouch, C. & Maclean, C.(eds.), (2011). The Responsible Corporation in a Global Economy, New York: Oxford University Press.
Donaldson, T. & Preston, L.E. (1995). “The stakeholder theory of the corporation: concepts, evidence and implications”. The Academy of Management Review, 20(1), pp. 65-91.
Ebner, A. & Beck, N. (2008). The Institutions of the Market: Organizations, Social Systems, and Governance, New York: Oxford University Press.
Fama, E. & M. Jensen (1983) “Separation of ownership and control”. Journal of Law and Economics, 26, pp. 301-325.
Fligstein, N. & Freeland, R. (1995). “Theoretical and comparative perspectives on corporate organization”, Annual Review of Sociology, 21, pp. 21-43.
Grandori, A. (ed.) (2004). Corporate Governance and Firm Organization, New York: Oxford University Press.
Hendry, K., & Kiel, G. C. (2004). “The role of the board in firm strategy: Integrating agency and organisational control perspectives”. Corporate Governance, 12(4):500–520.
Huse, M. (2007). Boards, governance and value creation: The human side of corporate governance. Cambridge: Cambridge University Press.
Huse, M. (ed.)(2009). The value creating board: Corporate governance and organizational behaviour, New York: Routledge.
La Porta, R., F. Lopes-de-Silanes & A. Shleifer (1999). “Corporate ownership around the world”. The Journal of Finance, 54(2):471-517.
Mallin, C. (ed.) (2006). Handbook on International Corporate Governance: Country Analyses, Cheltenham: Edward Elgar.
Mintzberg, H. (1984). “Who should control the corporation?” California Management Review, 27(1):90-115.
Sternberg, E. (1997). “The defects of stakeholder theory”, Corporate Governance, 5(1):3-9.
Streeck, W. 2009. Re-forming Capitalism: Institutional Change in the German Political Economy. New York: Oxford University Press.
Walter, J. & Shilling, H. (2009) “UK corporate governance: a radical shift in the landscape?”, Corporate Governance Adviser, 17(5): 25-28
Whitley, R. and Kristensen. P. (eds.). 1997, Governance at Work: The Social Regulation of Economic Relations, Oxford: Oxford University Press.

Useful websites:
European Corporate Governance Institute:
http://www.ecgi.org/codes/country_pages/codes_uk.htm
CalPERS http://www.calpers-governance.org/principles/domestic/
International Corporate Governance Network
http://www.icgn.org/documents/globalcorpgov.htm
Institute on Governance http://www.iog.ca/boardgovernance/index.html
Overview of Roles and Responsibilities of Corporate Boards of Directors
http://www.mapnp.org/library/boards/brdrspon.htm
The Aspen Institute  http://www.aspeninstitute.org/index.asp
OECD www.oecd.org/corporate

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