Western Washington University Western Washington University

Seminar in Management:
Corporate Governance
Spring 2013

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Meets: M/W 2:00 pm -- 3:50 pm (AH 12, CRN 23193)
Instructors: Craig P. Dunn and Craig Cole
Office: PH 206A
Office Hours: M/W 1:00 -- 1:50 pm, and by appointment
Phone: 360-650-2593 (office/voicemail)
E-mail: craig.dunn@wwu.edu; craigcole@themarketsllc.com
URL: www.dunn.cc

MBA 525 SEMINAR IN MANAGEMENT (04) Prereq: MBA 516. Intensive examination of selected topics in management. Repeatable to a maximum of 8 credits.

One of the major aspects of corporate design and structure pertains to the way organizations in general and firms in particular are 'governed' and relate to their shareholders and stakeholders. This course is designed to outline and elaborate the particular issues and mechanisms of contemporary corporate governance--alternatively defined as "the system by which companies are directed and controlled" (Cadbury Report 1992) or the "set of rules and relations referring to the company administration, ownership structure and management efficiency to reach the company targets" (Benneton Group - Investor Relations, accessed March 2011; for an overview of the Benneton Group Governance Structure click here, accessed March 2012). The topic of corporate governance will be elaborated from the institutional as well as organizational and managerial points of view, against the backdrop of an understanding of how corporate governance has evolved over time. Specific topics include:

Variety of Organizational Forms
History & Evolution of Corporate Governance/Government v Governance
Roles of Boards/Duties of Boards
Board and Director Assessment
Private Company Boards
Constituencies: Shareholders v Stakeholders
Board Structure, Composition and Recruitment
CEO and Director Interaction
Audit Committee
Board's Role in Strategic Planning
International Perspectives
Effective Boards and Board Meetings
Succession Planning
Non-Profit Boards, Public Sector Boards, and Advisory Boards
Board Reforms and Current Regulatory and Shareholder Issues

Students enrolling in this course can expect to come away with both theoretical as well as practical insights with regard to the broad topic of the interface between the owners, the Board, firm management, and the company and its major stakeholders.

"Governance and leadership are the yin and the yang of successful organisations.
If you have leadership without governance you risk tyranny, fraud and personal fiefdoms.
If you have governance without leadership you risk atrophy, bureaucracy and indifference."

-Mark Goyder (Director of Tomorrow's Company)

A maximum of 100 points may be accumulated in this course. Point distribution varies as follows (see grading contract at end of syllabus for details):

o Reflective Journal 25-40 points
o Seminar Presentation 25-40 points
o Team Case Analysis 25-40 points

The following grading standards will be used to determine your final course grade. Students are responsible for monitoring their own progress throughout the term.

93 - 100 points


90 - 92.9 points


86.5 - 89.9 points


83 - 86.4 points


80 - 82.9 points


76.5 - 79.9 points


73 - 76.4 points


70 - 72.9 points


66.5 - 69.9 points


63 - 66.4 points


60 - 62.9 points


In a section entitled Grades and Intellectual Honesty, the Western Washington University catalog states:

Grades are given for the student’s work and achievement. Fair evaluation of students’ work and helpful instruction are possible only when students submit work which genuinely reflects their own reading, computation, research and thoughts and is their own production, whether in writing or other format(s). Intellectual dishonesty can result in a failing grade and the placement of a note in the student’s permanent record. For the university’s policy on academic dishonesty, see Appendix D.

Students involved in any form of academic dishonesty (including but not limited to plagiarism or `cheating') on any coursework will receive a failing grade for the course.

"Corporate governance is not something that is put in place and then left.
Ensuring its effectiveness depends on regular review, preferably regular independent review.
And, in the end that comes down to the shareholders.
Outside assessment and self-assessment need to be regular events."

-Jim Jones
Business Day

One text is assigned: A Primer on Corporate Governance, by de Kluyver. Assigned case studies, reading materials, and course videos will be available on the course website. Students will be provided additional case studies for end-of-term presentations by their class colleagues. Students are expected to read each assigned reading before the scheduled lecture for that reading.

Each class session for which a writing assignment is not due the class schedule will indicate a 'prompt' for your reflective journal (see course schedule for due dates). This term-long assignment accounts for twenty percent of your course grade, and is designed to engage you in linking the course content with 'real life' application(s).

For each day on which a reflective journal assignment is posted, students are to 'cut and paste' the 'prompt' from the course schedule into a new thread within their own journal, and then provide their reflections on the 'prompt.' The reflective journal is to be kept in Blackboard. To post an entry, do the following:

o Click on the 'reflective journal' button in the left menu bar
o Click on 'enter journal here'
o Click on 'create journal entry'
o Enter a BRIEF journal entry title
o Cut and paste the 'prompt' from the course schedule into the BODY of the journal entry
o Click 'post entry' (following completion of journal entry)

Each student has access to only their own journal. Only each individual student, as well as the faculty member, have access to these posts--which are time and date stamped upon submission.

SEMINAR PRESENTATION: Each student is to facilitate discussion for one class session. These 'presentations' are to address the seminar topics as catalogued in the course schedule. Each facilitator will be responsible to: 1) identify readings relevant to the topic (to be accessed through links to the course schedule); 2) provide a brief summary of the literature to be discussed for the selected class session (assume the class has read the assigned material); 3) introduce relevant commentary and/or supplementary readings where appropriate; 4) prepare relevant questions for discussion to be posted electronically one week prior to each scheduled seminar; 5) relate the required reading to the topic under discussion; and 6) introduce relevant pedagogical devices linking theory and practice. Students are to develop their 'presentation' in consultation with the course instructor(s).

A 'Seminar Proposal' form is to be submitted by each student no later than the end of the second week of the course. Following topic facilitation a 'Seminar Evaluation' form is to be submitted.

Areas that will be considered (in addition to those previously or subsequently mentioned) in evaluating the seminar 'presentation' are:

o timely submission of readings/discussion questions
o adequacy of literature summary
o clarity and conciseness of arguments
o integration of governance theory
o ability to facilitate meaningful discussion
o professionalism of presentation
o creativity of presentation

There are no examinations for this course.

There are no writing assignments for this course.

"I often find that we place a lot of emphasise on the board in terms of the directors and non-executive directors,
but what we tend to forget is the people who have to put the practices in place,
the managers and the staff below them."

-Lawrence Redford

Each student shall participate in a two-member team project, with the primary objective being to link theory and practice. In this project each team will be engaged in analyzing a contemporary corporate governance case using the principles and practices outlined in lecture and readings.

In so doing, each team is to prepare both a comprehensive written as well as an oral analysis of a corporate governance case of their own choosing, to include: (1) a statement identifying the governance issue; (2) listing of alternatives providing resolution of this governance issue; (3) analysis of proposed resolution(s) from the perspective of institutional, organizational as well as managerial theory; (4) selection of optimal resolution (with supporting defense from the institutional, organizational and managerial perspectives); as well as (5) suggestions for implementation. Any assumptions made must be clearly identified as such, but do not 'assume away' the dilemma--resolve it!

A 'Case Proposal' form is to be submitted by each team no later than the end of the second week of the course. Cases can come from any appropriate current source; the Wall Street Journal and Business Week are among the more popular periodicals for sourcing corporate governance cases. Cases are to be presented during the class session for which the topic most directly relates to the case issue (see course schedule for specific topics).

Reporting will take the form of a 20-30 minute oral presentation followed by a 10-15 minute question and answer session. Be creative. Prepare the analysis as if you were presenting the information to any fitting audience you explicitly identify, to be role-played by those students not in your team (who will be accountable for posing relevant questions to the presenting group). Areas considered (in addition to those previously or subsequently mentioned) in grading the team project are listed in the table below.

o timeliness of case
o thoroughness of analysis
o use of governance theory to support arguments
o clarity and conciseness of arguments
o soundness of recommendations
o feasibilty of case resolution
o creativity of presentation

Outlined above are the course activities available to students. Ranges of possible points have been listed above. Each student is to fill out and return to the instructor a binding contract for work to be completed this term (see below). You are to fill out the number of points desired for each activity. The total number of points must total 100. Points for each activity will range from 25-40% of the course grade, depending upon the individual assignment and weightings. Points must be selected in increments of 5.

For example, a student may choose to minimize the points on the team case analysis by completing all other assignments at close to the maximum points possible:

o Reflective Journal 35 points
o Seminar Presentation 40 points
o Team Case Analysis 25 points

In all cases, class participation is mandatory. Failure to attend scheduled class sessions may be reflected in final course grading.

To send your MBA 525 contract, fill out the following form thoroughly and completely. This form must be submitted electronically. A confirmed copy of each contract will be posted to Blackboard by the end of the second week of class.

Management 520 Contract:

The following agreement is entered into by the designated MGT 520 student and Professor Dunn for work to be completed Spring term, 2013. It is understood that this agreement is not subject to change. Additionally, course participation (or lack thereof) may be reflected in final course grading.

Section #

First Name: Last Name:

Complete E-mail Address:

Point Objective for Reflective Journal:

Point Objective for Seminar Presentation:

Point Objective for Team Case Analysis:

Please make certain the above point objectives total 100.

By sending this form, you agree to be evaluated on the basis of this contract as well as by the terms of the course as outlined in this syllabus.

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