Corporate Governance

2020/2021

Учебный год

ENG

Обучение ведется на английском языке

4

Кредиты

Кто читает:

Департамент финансов

Статус:

Курс по выбору

Когда читается:

1-й курс, 3 модуль

Преподаватель

Муравьев Александр Александрович

Course Syllabus

Abstract

General purpose of this course is students’ acquaintance with principles of Corporate Governance and understanding its importance for companies’ performance. It is aimed at the creation of competencies in the following fields: - Understanding CG principles; - Defining models of CG in different legal and economic systems; - Understanding the connections between CG, corporate finance, corporate performance; - Analysing the reporting; - Assessment of the CG efficiency; - Acquaintance with CG standards and best practices. Corporate Governance is a complex course, synthesizing knowledge and skills in various fields - from law to accountancy. Non-financial issues of CG are now a hot point in theory and practice and should be highlighted specially.

Learning Objectives

• To make clear the principles of corporate governance (CG)
• To provide tools for analysis of a company’s corporate governance system
• To provide tools for analysis of a company’s corporate governance system
• To develop the skills in analysis of CG relationship with companies’ performance
• To acquire the knowledge of basic functions of CG, key financial and non-financial stakeholders, the role of financial and non-financial institutions in a company’s governance, key concepts of CG
• To acquire the ability to analyze principles of decision-making, to determine the key interests of major stakeholders, to analyse the system of CG
• To acquire the skills of matching CG decisions and a company’s strategy, alongside taking ethical and reasonable, data-driven CG decisions

Expected Learning Outcomes

• Students should understand principles of corporate goals and strategy forming
• Students should understand principles of corporate investment and financial decision-taking
• Students should understand features of each model
• Students should understand drivers of CG
• Students should understand the relationship between ownership theories and corporate governance practices
• Students should understand recognize stakeholders’ interests in corporate governance
• Students should understand principles of board composition
• Students should understand the relationship between management compensation and companies’ performance
• Students should know best corporate governance practices

Course Contents

• What is Corporate Governance?
  Corporation as a legal entity Corporate investment and financing decisions Goals of the corporation Agency problems and corporate governance Principles of Corporate Governance
• Models of Corporate Governance
  Characterisitics of CG models Anglo-American Model Japanese Model German (continental) model Peculiarities of Russian CG model
• Theories of Ownership and Government Cycles
  Theories of ownership Ownership and principal-agent problem
• Stakeholders and Stakeholders’ Maximization
  Stakeholders Stakeholder theory Value-based management Ownership and principal-agent problem
• The Role of the Board. Management compensation
  Board composition Types of directors Management compensation types Board composition and CG efficiency
• CG standards and practices
  Best corporate governance practices Standards of corporate governance

Assessment Elements

• Tests
• Home Assignment I. Individual project. Analysis of CG system of a public company
• Case Analysis
• Home Assignment II. Evolution of CG model in a specific country
• Exam
• Activities in class

Interim Assessment

• Interim assessment (3 module)
  0.15 * Activities in class + 0.1 * Case Analysis + 0.4 * Exam + 0.15 * Home Assignment I. Individual project. Analysis of CG system of a public company + 0.1 * Home Assignment II. Evolution of CG model in a specific country + 0.1 * Tests

Bibliography

Recommended Core Bibliography

• Monks, R. A. G., & Minow, N. (2011). Corporate Governance (Vol. 5th ed). Chichester, West Sussex, U.K.: Wiley. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=499656

Recommended Additional Bibliography

• Erkens, D. H., Hung, M., & Matos, P. (2012). Corporate governance in the 2007–2008 financial crisis: Evidence from financial institutions worldwide. Journal of Corporate Finance, (2), 389. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsrep&AN=edsrep.a.eee.corfin.v18y2012i2p389.411
• Jensen, M. C., & Meckling, W. H. (1976). Theory of the firm: Managerial behavior, agency costs and ownership structure. Journal of Financial Economics, (4), 305. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsrep&AN=edsrep.a.eee.jfinec.v3y1976i4p305.360
• Shleifer, A., & Vishny, R. W. (1997). A Survey of Corporate Governance. https://doi.org/10.1111/j.1540-6261.1997.tb04820.x