Western Washington University Western Washington University

Seminar in Management:
Corporate Governance
Spring 2013

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Course Schedule:


08 April

Topic: Course Introduction

Syllabus Overview

Topic: History & Evolution of Corporate Governance/Government v Governance

Session Facilitator: Dunn

Download PowerPoint for this class session by clicking here

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 1)
Dragomir, Voicu-Dan. 2008. Highlights for a history of corporate governance.
Morck, R. K. & Steier, L. 2005. The global history of corporate governance--an introduction.

REFLECTIVE JOURNAL: Based on today's discussion, what would you like to see changed in the format/schedule for the course?

10 April

Topic: Effective Boards and Board Meetings

Session Facilitator: Dunn

Download PowerPoint for this class session by clicking here

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 5)
Robert's Rues of Order (Summary Version)
Robert's Rules of Order (Voting Provision)
Effective Board Meetings
Conducting Meetings
Running Effective Meetings (Leadership Toolkit)
Running More Effective Board Meetings at Startups
Robert's Rules of Order - Mastering the 3 Most Important Motions (YouTube; see also RobertsRulesMadeSimple.com)

Mock Board Meeting (classroom exercise)

REFLECTIVE JOURNAL: [see Friday's schedule]
12 April

Topic: Western Washington University Board of Trustees Meeting

By 5:00 p.m. on Friday, April 11, the Board of Trustee Meeting documents will be available to the public at https://trustees.wwu.edu/default.aspx. Click on the Meeting Materials tab. OR you can directly access the Friday agenda by clicking here. The April BOT meeting begins at 3:00 p.m. on Thursday, April 11 and concludes on Friday, April 12 at Noon.  The meetings are held in OM 340.

Bios of WWU Trustees can be found in the right hand column at the following URL: https://trustees.wwu.edu/default.aspx

REFLECTIVE JOURNAL: Based on what you have learned about 'best practices' of corporate governance to this point in the course, provide your assessment of the performance of the WWU Board of Trustees--what did you observe which was consistent with these best practices, and what did you observe which departed from these best practices?

15 April

Topic: Trusteeship/Variety of Organizational Forms

Download PowerPoint for this class session by clicking here

Session Facilitator: Dan Warner

Reading Assignment:

Corporate Governance (course text: Chapter 9)
- Dunn, C.P. Are Corporations Inherently Wicked?
- Social Purpose Corporation: HB 2239
- Certified B Corporation

REFLECTIVE JOURNAL: One of the foundational concepts of corporate governance is trust. The assumption has been that directors and managers can be relied upon to faithfully discharge their fiduciary dutes to shareholders and other legitimate organizational constituents. How reasonable is it to assume directors and managers will set aside their own self-interest in favor of acting on behalf of others? What does your response reveal about your view of human nature?

17 April

Topic: Roles/Duties of Boards

Session Facilitator: Cole/Dunn

Download PowerPoint for this class session by clicking here

DISCUSSION QUESTIONS

Reading Assignment:

- Corporate Governance (course text: Chapter 2-3)
- The Director's New Clothes
[STUDENT SELECTED READING HERE]

CONTRACTS DUE

SEMINAR PROPOSALS DUE

CASE PROPOSALS DUE

22 April

Topic: Constituencies: Shareholders v Stakeholders

Session Facilitator: Dunn + Gerzon Marin

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 10)
- Friedman, M.The Social Responsibility of Business is to Increase Its Profits (with embedded commentary)
- Value Based Management. “Shareholder Value Perspective vs the Stakeholder Value Perspective” [Summary definitions of the two viewpoints]
- Farah, J. The Legislative Dance of SB 5249 and HB 111: A Story of Influcence and Compromise
- jcpenney 2011 Summary Annual Report (section related to Ellen DeGeneres)
- Nenzie, N. One Million Moms 'Moving On' From JC Penney-Ellen DeGeneres Protest
- Schmall, E. Companies, People, Ideas: The Cult of Chick-fil-A
- La Corte, R. & Condon, P. In gay marriage fight, some brands take a stand
- Knowledge@Wharton. "Whose Company is it?"

REFLECTIVE JOURNAL: You have had the opportunity to read LOTS of material about stakeholder theory, as well as about constituent Board initiatives. Suppose you hold a State-level elected position in the state of Washington, and a bill comes before the legislature which would permit corporate Directors to have legal 'cover' were they to make decisions which take into account the intersts of non-shareholder constituents. What factors would make their way into your thinking regarding such a constituent statute? Would you support such an intiative?

24 April

Topic: Board Structure, Composition and Recruitment

Session Facilitator: Cole/Dunn + Kelly Tucker

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 3-4)
[STUDENT SELECTED READING HERE]
29 April

Topic: Sarbanes-Oxley

Session Facilitator: Dunn/Cole + Christian Mollitor

DISCUSSION QUESTIONS

Reading Assignment:

- Overview of SOX
- Enron: The Smartest Guys in the Room (movie trailer)
- Maleske, M. 8 Ways SOX Changed Corporate Governance
- Rogers, M. Sarbanes-Oxley 10 Years Later: Boards are Still the Problem
- Hunter, B. Punishing the Innocent: The Sarbanes-Oxley Act
- How Regulation Helped Cause the Housing Crisis (Allison, J.A.)
- Ayn Rand & the Prophecy of Atlas Shrugged (movie trailer)
- Atlas Shrugged Outtakes (John Allison, former CEO of BB&T)

Topic: Audit Committee

Session Facilitator: Cole/Dunn + Shannon (Moss-Adams) + John Stucki

DISCUSSION QUESTIONS

Reading Assignment:

- Key Questions for Board and Audit Committee Members (Price Waterhouse Cooper)
- Audit Committee Composition, Meeting Practices, and Education (Deloitte)
- Morrow, J.F. & Pastor, J. Eight Habits of HIghly Effective Audit Committees
Report of the NYSE Committee on Corporate Governance
AICPA Audit Committee Brief

REFLECTIVE JOURNAL: If you were recommending changes to Sarbanes-Oxley, what would those changes be?

01 May

Topic: CEO and Director Interaction

Session Facilitator: Cole/Dunn + Isaac Gray

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 8)
- Cole, C. Think Your CEO is Honest?
- Behind Closed Doors
- Cole, C. Board Structure Isn't Enough: Code of Conduct for In-Boardroom Behavior

Topic: Board's Role in Strategic Planning

Session Facilitator: Cole/Dunn + Daman Wandke

DISCUSSION QUESTIONS

Reading Assignment:

- Dunn, C.P. Mission Federal Credit Union
- Bordean, O., Borza, A., & Maier, V. The involvement of Boards in Strategy Implementation
- Kawamoto, D. & Krazit, T. HP outlines long-term strategy
- Zetter, K. Phone Scam Charge Rocks HP

REFLECTIVE JOURNAL: What are the 'landmines' that might serve to derail effective CEO/Director interactions...and what is the best way to avoid these?

06 May

Topic: Non-Profit Boards, Public Sector Boards, and Advisory Boards

Session Facilitator: Dunn/Cole + Kayle Walls

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 12)
- Bakewell, T. & Akande, B.O.
- boardSource. The Sarbanes-Oxley Act and Implications for Nonprofit Organizations
- McDermott Will & Emery. Best Practices: Nonprofit Corporate Governance (skim only)
- boardSsource. Nonprofit Governance Index 2010 (focus on pp 6-11)
- Leff, B.M. Federal Regulation of Nonprofit Board Independence: Focus on Independent Stakeholders as a 'Middle Way' (focus on pp 1-5)
- Guide for Charity or Nonprofit Board Service

REFLECTIVE JOURNAL: Outline the most fundamental differences between corporate governance in a for-profit v a not-for-profit corporation.

08 May

Topic: Private Company Boards

Session Facilitator: Cole/Dunn + Adi Kletter

Download PowerPoint for this class session by clicking here

DISCUSSION QUESTIONS

Reading Assignment:

[STUDENT SELECTED READING HERE]

Topic: Succession Planning

Session Facilitator: Cole/Dunn + Brenda Ssaaka

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 6, 7)
[STUDENT SELECTED READING HERE]

REFLECTIVE JOURNAL: The obvious question would be to compare and contrast private company governance with public corporate governance...but that is not the prompt here. Rather, articulate ways in which principles of public corporate governance might be implemented within a private company--a company not legally bound by corporate governance standards.

13 May

Topic: International Perspectives

Session Facilitator: Dunn/Cole + Whitney Frazier

DISCUSSION QUESTIONS

Reading Assignment:

- Doh, J.P. & Guay, T.R. Corporate Social Responsibility, Public Policy, and NGO Activism in Europe and the United States: An Institutional-Stakeholder Perspective
- Ljungdahl, F. The 'Transatlantic Divide:' A Survey of European versus U.S. Corporate Codes of Conduct
- Co-Determination
- Juan Bautista Ordóñez: Corporate social responsibility is in YPF’s DNA (video)

15 May

Topic: Board and Director Assessment

Session Facilitator: Dunn/Cole + Garrett Wolf

DISCUSSION QUESTIONS

Reading Assignment:

Report of the NACD Blue Ribbon Commission on Board Evaluation: Improving Director Effectiveness (class handout: pp 1-26)
- Au, A., Boren, S.S. & De Angelis, E. Improving board effectiveness: Five principles for getting the most out of a board assessment
- GEM - Board Governance Assessment Tool (video)
- Board assessment akin to elite sports coaching (video)

REFLECTIVE JOURNAL: Compare and contrast Director assessment with employee assessment.

20 May

Topic: Board Reforms and Current Regulatory and Shareholder Issues

Session Facilitator: Cole/Dunn + Thomas Shaw

DISCUSSION QUESTIONS

Reading Assignment:

- Dixon, P. The Future of Corporte Governance
- Shareholders at the Gate
- Choi, I. When Do Companies Need a Board-Level Risk Management Committee? (pages 4 - 16)

REFLECTIVE JOURNAL: You be the prognosticator...identify three trends in corporate governance which in your reasoned opinion are most likely to become 'best practice' over the next five years.

22 May

CASE PREPARATION DAY

27 May

HOLIDAY

29 May

CASE PREPARATION DAY

03 June

CASE PRESENTATIONS

J.C. Penney CEO out as company turns to former boss (Mollitor, Ssaaka, Tucker)

Monsanto leads in genetically modified agriculture, trails in ethics (Frazier, Wolf)

Apple May Announce ‘Significant’ Dividend, Gamco’s Ward Says (Marin, Wandke)

Leaks, Wiretapping, and Hubris - When HP Bugged Its Own Board (Kletter, Shaw, Stucki)

Director Compensation, Mergers, & CEO/Chairman Duality at Goldman Sachs (Gray, Walls)

10 June

FINAL EXAMINATION/CASE WRITE-UPS DUE


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