Syllabus Corporate Governance

Syllabus Corporate Governance - College of Management of...

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College of Management of Technology Institute of Technology Policy Chair MIR – Management of Network Industries Prof. Matthias Finger Spring semester 2009 February 20 th – May 29 th 2009 Course location: ODY16 Minor/Master MTE Corporate Governance Introduction Within the broader context of globalisation, liberalisation and deregulation, all organizations – from private to public to non-governmental – are currently undergoing significant changes. One of the major dimensions of these changes pertains to the way organizations in general and firms in particular are “ governed ” and relate to their shareholders (owners) and stakeholders, otherwise known as “corporate governance ”. Corporate governance has indeed become, over the past years, the focus of increased attention both inside and outside boardrooms: directors, investors, stakeholders, and regulators are watching more and more carefully that organizations are “governed” efficiently, effectively, ethically, and that financial and other risks are being taken into account. Course objectives The purpose of this course is to offer engineers an appreciation of the importance, an understanding of the mechanisms, as well as an overview of the particular issues of corporate governance today. Indeed, many recent problems of quite reputable and firmly established corporations e.g., Swissair, Enron, Arthur Andersen, Parmalat, Adecco, Yukos, Barings, Worldcom, UBS – have highlighted the importance of, and sometimes the need for, better corporate governance. On the other hand, start-ups also need good corporate governance in order to succeed. As a matter of fact, it is today generally admitted that there exists a relationship between governance practices and corporate performance. As a consequence, increasing attention is being paid lately to questions of how firms – and all other organizations for that matter – are being “governed” and how they relate to shareholders in particular and to stakeholders in general. The course addresses this broad issue. Overview of content More precisely, this course will address corporate governance from an organizational and institutional point of view: it will illustrate how corporate governance has evolved over time and will cover both theory and relevant practices. In terms of content , it will highlight the main issues of corporate governance (e.g., the relationships between the owners, the board, and firm management, and the relationships between the company and its major stakeholders); provide concrete examples of “good” and “bad” corporate governance; outline key principles of corporate governance; and finally, discuss the relevant theories underlying corporate governance practices (e.g., theories of organizations, institutions, governance, organizational behavior, leadership, new institutional economics, power, and agency).
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