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2012/2013  BA-HA_E122  Corporate Governance

English Title
Corporate Governance

Course information
Language English
Exam ECTS 7.5 ECTS
Type Elective
Level Bachelor
Duration One Semester
Course period Autumn
Friday, 11:40-14.25, week 36-41, 43-46
Time Table Please see course schedule at e-Campus
Study board
Study Board for BSc in Economics and Business Administration
Course coordinator
  • Steffen Brenner - Department of International Economics and Management
Administration - Birgit Dahlgren bgd.int@cbs.dk
Main Category of the Course
  • Business Ethics, value based management and CSR
  • Globalization, International Business, markets and studies
  • Economics, macro economics and managerial economics
Last updated on 03-07-2012
Learning objectives
The course’s development of personal competences:
The course will develop the student’s ability to understand the basic problems related to corporate governance and evaluate the pros and cons of different governance mechanisms. The course gives the student the possibility to combine different disciplines such as economics, finance, organization, law etc. in the overall analysis of how a company is governed by the owners and influenced by other stakeholders.
Objectives:
The aim of this course is to gain an in-depth understanding of corporate governance and how corporate governance influences corporate performance. The course will introduce the students to corporate governance issues and teach them to analyze how different corporate governance mechanisms – like ownership and board structure, legal systems and incentives – contribute to the solution of agency problems and influence corporate economic performance. The students shall acquire skills and competences which make them able to evaluate the corporate governance structure of a given company. More precisely the participants shall be able to:
  • explain different concepts of corporate governance
  • learn how to identify and analyze corporate governance (agency) problems
  • analyze how corporate governance of a particular company influences its performance
  • analyze the role of different stakeholders: managers, employees, investors, creditors,
  • understand the role of managers, boards, shareholders, general meetings
  • Learn to appreciate how the governance, behaviour and performance of individual companies are shaped by the governance system, in which they operate
  • analyze how different governance mechanisms solve/limit the governance problems
  • identify different models of corporate governance in different countries
  • understand the role of Corporate Social Responsibility
Prerequisite
Any graduate can take this course
Examination
4 hour closed book exam
4 hour closed book exam:
Type of test Written Exam
Marking scale 7-step scale
Second examiner No second examiner
Exam period December/January
Aids Closed Book
Duration 4 Hours

Examination
The exam is a 4 hour written closed book exam. The exam is PC-based with no internet access. No other exam aids, apart from English dictionaries. It is possible to write in hand.

The re-take exam will take place using the exact same conditions as for the ordinary exam, unless the number of students for the re-take is such that it can be held as an oral exam. The exam would then be a 20 minute oral exam without preparation time. The different exam forms for the re-takes will be uploaded to the exam plan on e-campus.
Course content

The current financial crisis has raised important questions concerning the control and responsibility of the owners and the managers especially in banks and large corporations. Many of these questions are closely related to the discussion about good corporate governance - understood as the system by which companies are directed and controlled.

The course starts with a discussion about the different concepts about corporate governance. What is the role of the owners versus management? How do different stakeholders influence the company?

The course will analyze governance problems as a type of agency problems, where the main problem concerns the possible conflict of interest between the owners (principal) and the manager (agent). However, in a broader perspective we will analyze the role of different stakeholders: managers, employees, different types of investors, creditors, suppliers, customers, competitors, local and central government, etc.

The different institutions in a given country play a crucial role and the course introduces students to the mechanisms of governance in different systems comparing US-UK, East Asia, Continental Europe and Scandinavia. Students learn the costs and benefits of alternative governance mechanisms – law, ownership, boards, incentives etc.

The actual organization of corporate governance in the company is also an important theme to be discussed in the class. This includes the role of managers, boards, shareholders, what makes a good board? We will also analyze the role of legislation and Corporate Governance codes of best practices now introduced in most countries. In recent years the question about Corporate Social Responsibility has gained increasing importance – how is the relation between social responsibility and corporate governance?
Teaching methods
The teaching style will be a mix of lectures, cases and class discussions.
Expected literature

Steen Thomsen: An Introduction to Corporate Governance – Mechanisms and Systems. DJØFs forlag, 2008
Becht, Bolton and Röell (2002): Corporate Governance and Control, European Corporate Governance Institute, Financial Working Paper no. 02
Articles:
Denis D.K. and J.J. McConnell: 2003 International Corporate Governance: Journal of Financial and Quantitative Analysis, vol 36, no 1, March.
Copenhagen Stock Exchange (2003): “The Report on Corporate Governance in Denmark”, www.corporategovernance.dk
La Porta et al. (1998), Law and finance, Journal of Political Economy, 106, pp. 1113-1154
La Porta et al. (2000), Investor protection and corporate governance, Journal of Financial Economics, 58, pp 3-27
Montgomery C.A. & R.Kaufman: The Board’d Missing Link, Harvard Business Review, pp 86-93, March 2003
Nadler D.A.(2004):Building Better Boards, Harvard Business Review, May 2004, p102-111
Pettit, Justin (1998) “Governing for value”, Ivey Business Quarterly, Autumn 63, 1.
Shleifer A. and R. W. Vishny (1997): A Survey of Corporate Governance, The Journal of Finance, vol LII, no 2, June, pp. 737-783.
Sonnenfeld J. A.: What Makes Great Boards Great, Harvard Business Review, Sept 2002
Weimer J. and J. C. Pape: A Taxonomy of Systems of Corporate Governance, Corporate Governance, Vol 7 no 2, April 1999.
Last updated on 03-07-2012