Western Washington University Western Washington University

Seminar in Management:
Corporate Governance
Spring 2010

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Course Schedule:

30 March Topic: Course Introduction/Variety of Organizational Forms

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Session Facilitator: Dunn/Phil Sharpe

Reading Assignment:

Corporate Governance (course text: Chapter 9)
Certified B Corporation

Syllabus Overview

01 April

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

Session Facilitator: Dunn

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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: 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?

06 April

Topic: Roles of Boards

Session Facilitator: Cole

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Reading Assignment:

Corporate Governance (course text: Chapter 2-3)

08 April

Topic: Duties of Boards

Session Facilitator: Cole

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Reading Assignment:

The Director's New Clothes




13 April

Topic: Board and Director Assessment

Session Facilitator: Cole + Barret/McKnew

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Reading Assignment:

Report of the NACD Blue Ribbon Commission on Boare Evaluation: Improving Director Effectiveness (class handout: pp 1-26)
Richmond Public Library Board Evaluation (class email attachment)
Board assessment: Designing the process
Board assessments are here to stay...and for good reason!
Making the best use of self evaluation questionnaires
Board self-evaluation made easy

16 April


8:00am - 12:00pm

Topic: Western Washington University Board of Trustees Meeting

By 5:00 p.m. on Friday, April 9, 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.   The April BOT meeting begins at 3:00 p.m. on Thursday, April 15 and concludes on Friday, April 16 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 practics, and what did you observe which departed from these best practices?

20 April

Topic: Private Company Boards

Session Facilitator: Cole + Renoud

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Reading Assignment:

The ten most detrimental mistakes in private company boards
Sinnett, W.M. Even private company boards of directors are changing
Katz, D.M. Rites of Privacy
Private company board role tested with Entellium case
How should privately owned firms structure the board of directors?
Governance models for entrepreneurial or closely held, family-owned companies
Private Company Best Practices and Key Principles

22 April

Topic: Constituencies: Shareholders v Stakeholders

Session Facilitator: Dunn + Reinke


Reading Assignment:

Corporate Governance (course text: Chapter 10)
-Freeman, R.E. & McVea, J. A stakeholder approach to strategic management.
The Legislative Dance of SB 5294 and HB1111: A Story of Influence and Compromise
A Stake in the Place - The Geography of Employee Ownership and Its Implications for a Stakeholding
Proactive Environmental Strategies - A Stakeholder Management Perspective
Shareholder Activism by Institutional Investors - evidence from CalPERS
Shareholder value, Stakeholder Management, and social Issues - what's the bottom line
State Anti-Takeover Legislation - the second and third generation
State takeover laws - a rebirth of corporation law
The Stakeholder Theory of the Corporation - concepts, evidence and implications
Toward a Stakeholder Theory of the Firm - the Saturn Partnership
Union Participation in Strategic Decisions of Corporations

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?

23 April

3:00-4:00 pm

Executive in Residence Business Ethics Lecture

27 April

Topic: Board Structure, Composition and Recruitment

Session Facilitator: Dunn


Reading Assignment:

Corporate Governance (course text: Chapter 3-4)
Team Basics
Corporate Governance, UCLA
The Determinants of Board Structure
Tradeoffs in Corporate Governance: Evidence from Board Structures and Charter Provisions
Sample Board of Directors Application (AARP Foundation)

Case Presentation: Director Liability for Executive Pay

Case Facilitators: Brown/Jones

WRITING ASSIGNMENT 2 DUE [by Thursday midnight]

29 April

Topic: CEO and Director Interaction

Session Facilitator: Cole/Dunn + DeLaney


Reading Assignment:

Corporate Governance (course text: Chapter 8)
Think Your CEO is Honest? How Would You Know?

Behind Closed Doors
Why Liking Your CEO is Not Important

Case Presentation: Teamsters Recommend Splitting Chairman/CEO Roles at Coca-Cola

Case Facilitators: DeLaney/Sessoms


04 May

Topic: Sarbanes-Oxley

Session Facilitator: Dunn/Guest + Georger


Reading Assignment:

SOX in the Boardroom: What the Sarbanes-Oxley Act Means to You
AIE Critique of SOX
The Goals & Promise of SOX
Legislated Ethics: From Enron to SOX
The Effects & Unintended Consequences of Soc on the Supply and Demand for Directors
The Unexpected Benefits of SOX
What's Good for the Goose is not Good for the Gander
A Pox on Both of Your Houses: Enron, SOX & The Debate Concerning the Relative Efficacy of Mandatory Versus Enabling Rules
Corporate Boards & Regulation: The Effect of SOX and the Exchange Listing Requirements on Firm Value
SOX & The Making of Quack Corporate Governance
The Costs of Being Public after SOX: The Irony of "Going Private"
06 May

Topic: Audit Committee

Session Facilitator: Dunn/Guest + Sessoms


Reading Assignment:

The Audit Committee Oversight Process
Does the SOX Definition of an Accounting Expert Matter?
Global presence yet no difference: Corporate governance effects of audit committees
11 May

Topic: Board's Role in Strategic Planning

Session Facilitator: Cole/Dunn + McKee


Reading Assignment:

What is Strategy?
The Strategy Paradox
Are You Sure You Have a Strategy?
The Board's Role in Strategic Planning
A Director's Role in Strategy
The Director's Role in Strategic Development
The Board's Broader Role in Strategy
Holding Management Accountable for Vision and Strategy


13 May

Topic: International Perspectives

Session Facilitator: Dunn + Gardiner/Jones


Reading Assignment:

Could the Different Countries' Corporate Governance Regimes be Harmonized?
International Corporate Governance (read pages 7-14)
Management and Ownership Effects: Evidence from Five Countries
A Global Vote for U.S. Style of Corporate Openness

Case Presentation: Records Show Upper Big Branch Mine Amassed Scores of Safety Citations, Thousands in Fines

Case Facilitators: Barrett/Bell

REFLECTIVE JOURNAL: The normative question--what corporate governance 'best practices' in continental Europe can appropriately be applied to the practice of corporate governance within the United States? What barriers would have to be overcome in the application of these 'best practices'?

18 May

Topic: Effective Boards and Board Meetings

Session Facilitator: Dunn + Brown


Reading Assignment:

Corporate Governance (course text: Chapter 5)
Brown Act (Wikipedia--REALLY?)
Robert's Rules of order (Summary Version)
How to Run an Effective Meeting
Conducting Meetings
Sample Agenda
Sample Minutes ('vanilla')
Brown Act (full text)

REFLECTIVE JOURNAL: Given today's discussion, what do you see as the primary difficulty with running effective meetings? How might this difficulty be most effectively overcome?

20 May

Topic: Succession Planning

Session Facilitator: Cole


Reading Assignment:

Corporate Governance (course text: Chapter 6, 7)
Put On Notice: Succession Planning Becomes a Priority for Boards
Leadership Development and Succession Planning: A Board Perspective
A Four-Phase Approach to Succession Planning
Succession Planning for Family-Owned Companies

Case Presentation: Hewlett Packard's Corporate Governance Woes

Case Facilitators: Reinke/Renoud


25 May

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

Session Facilitator: Dunn + Glessner/Ibarra


Reading Assignment:

Corporate Governance (course text: Chapter 12)
Principles for Good Governance and Ethical Practices: A Guide for Charities and Foundations
NPO Compensation in the Spotlight: Best Practices Help Tax-Exempt Entities Avoid Penalties
Horizon Blue Cross Plans to Go Public are on Hold Amid Scrutiny of CEO Pay
Nonprofit Governance and the Sarbanes-Oxley Act
Setting Up and Maintaining a 501(c)(3) Tax-Exempt Organization

Case Presentation: Influential U of I Backers Greased the Skids for University Place

Case Facilitators: Gardiner/Georger

27 May

Topic: Board Reforms and Current Regulatory and Shareholder Issues

Session Facilitator: Cole + Wing


Reading Assignment:

The global economy at a crossroads: Moving from crisis to sustainable capitalism
Board Reforms (Readings Packet)
Better checks on executive pay: new power for shareholders
Directors Lose Elections, but Not Seats
CEO’s openly pull against say-on-pay
Senate financial overhaul could bring change to the boardroom
What Google in China shows: It’s never about shareholders
Lionsgate shareholders vote for poison pill
Seeking the Death of the Poison Pill

Stewardship Theory or Agency Theory: CEO Governance and Shareholder Returns (skim for general distinctions)
The rewards of virtue – Does good corporate governance pay? Studies give contradictory answers
Cheques and balances – Efforts to reform how bosses’ salaries are set are unlikely to work

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.

01 June


03 June

Case Presentation: Why Government Can't Run a Business

Case Facilitators: Glessner/Wing

Case Presentation: A Case for Global Governance Theory: Practitioners Avoid It, Academics Narrow It, the World Needs It

Case Facilitators: Ibarra/McKee




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