Western Washington University Western Washington University

Seminar in Management:
Corporate Governance
Spring 2011

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Course Schedule:


30 March Topic: Course Introduction/Variety of Organizational Forms

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Session Facilitator: Dunn

Reading Assignment:

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

Syllabus Overview

04 April

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

Session Facilitator: Dunn

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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: 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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DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 2-3)

11 April

Topic: Duties of Boards

Session Facilitator: Cole

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DISCUSSION QUESTIONS

Reading Assignment:

The Director's New Clothes

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

Case Facilitator: Steve Barrett

CASE PROPOSALS DUE

SEMINAR PROPOSALS DUE

WRITING ASSIGNMENT 1 DUE

13 April

Topic: Board and Director Assessment

Session Facilitator: Cole + Fosheim/Ives

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DISCUSSION QUESTIONS

Reading Assignment:

Report of the NACD Blue Ribbon Commission on Board Evaluation: Improving Director Effectiveness (class handout: pp 1-26)
Richmond Public Library Board Evaluation
[STUDENT SELECTED READING HERE]

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

FRIDAY SESSION

8:00am - 12:00pm

Topic: Western Washington University Board of Trustees Meeting

By 5:00 p.m. on Friday, April 14, 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 14 and concludes on Friday, April 15 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

CONTRACTS DUE

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?

18 April

Topic: Private Company Boards

Board of Trustees Meeting Debrief: Phil Sharpe

Session Facilitator: Cole + Chris Renoud (CEO, Fiberglass Structural Engineering) + Hagensen/Stang

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DISCUSSION QUESTIONS

Reading Assignment:

- di Stefano, T. Should a Private Company Have a Board of Directors?
- Giannini, V. How do Outside Directors Add Value to Private Companies?

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.
20 April

Topic: Constituencies: Shareholders v Stakeholders

Session Facilitator: Dunn + Schreiber/Wiese

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 10)
-Freeman, R.E. & McVea, J. A stakeholder approach to strategic management.
-Hillman & Keim. Shareholder Value, Stakeholder Management, and Social Issues - What's the Bottom Line?
-Sundaram & Inkpen. Corporate Objectives Revisited
-Knowledge@Wharton. "Whose Company is it?"
-Value Based Management. “Shareholder Value Perspective vs the Stakeholder Value Perspective” [Summary definitions of the two viewpoints]
-WLS-TV. “Concern over Caterpillar’s Future in Illinois

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?

25 April

Topic: Board Structure, Composition and Recruitment

Session Facilitator: Dunn + Peterman/Neff

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 3-4)
Determinants of Board Structure
Tradeoffs in Corporate Governance (pg 6-8)
Coporate Governance and Securities Laws (skim)

CASE PRESENTATION: Nepotism
Leiferman/Moneymaker/Poolman/Rettke

WRITING ASSIGNMENT 2 DUE

27 April

Topic: CEO and Director Interaction

Session Facilitator: Cole + Budzier/Carie

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 8)
Think Your CEO is Honest?
Behind Closed Doors
Why Liking Your CEO is Not Important
HP CEO Allowed 'Sting' of Reporter
The Relationship between the CEO and the Board of Directors

CASE PRESENTATION: Executive Pay
Hangge/Schreiber/Wiese/Zinkov

02 May

Topic: Sarbanes-Oxley

Session Facilitator: Dunn/Guest + Moneymaker/Poolman

DISCUSSION QUESTIONS

Reading Assignment:

A guide to the Act
Fast-Growing Firms Feel Impact of Sarbanes-Oxley
Sarbanes-Oxley: Alive and Well
The Goals and Promises of the Sarbanes-Oxley Act
The Unexpected Benefits of Sarbanes-Oxley
REFLECTIVE JOURNAL: If you were recommending changes to Sarbanes-Oxley, what would those changes be?
04 May

Topic: Audit Committee

Session Facilitator: Dunn + Shannon (Moss-Adams) + O'Dell/Sorensen

DISCUSSION QUESTIONS

Reading Assignment:

Report of the NYSE Committee on Corporate Governance
AICPA Audit Committee Brief
- Morrow, J.F. & Pastor, J. Eight Habits of HIghly Effective Audit Committees
- Young, M.R. Financial Reporting After the Crisis: New Challenges for Audit Committees
CASE PRESENTATION: FDIC v WaMu Execs
Allison/Budzier/Lindsay/Marolich

REFLECTIVE JOURNAL: As a Director, what are the key points you would consider as you form an Audit Committee for the organization on which you serve?

09 May

Topic: Board's Role in Strategic Planning

Session Facilitator: Cole/Dunn + Leiferman/Rettke

DISCUSSION QUESTIONS

Reading Assignment:

- Porter, M. What is Strategy?
- Raynor, M.E. The Strategy Paradox
- Goddard, L. Holding Management Accountable for Vision and Strategy
The Board's Broader Role in Strategy

CASE PRESENTATION: Philip Condit Aboard Ethics Violation Flight 305 to Hell: The Dubious Diabolical Debacle
Neff/Markham/Peterman/Solomon

WRITING ASSIGNMENT 3 DUE

11 May

Topic: International Perspectives

Session Facilitator: Dunn + Markham/Solomon

DISCUSSION QUESTIONS

Reading Assignment:

- Management and Ownership Effects: Evidence from Five Countries
- The Transatlantic Divide
- List of Governance Codes by Country (supplementary information for future use)
- Codetermination
- Corporate Governance Codes New Zealand (Pages 12, 33-34)
- Australian Securities and Exchange (Pages 23-24, 35 -- first 3 paragrapsh)
- International Corporate Governance Network (ICGN) (Page 10, section 7)
- German Corporate Governance Code (Page 7, section 4.1.1)
- Doh, J.P. & Guay, T.R. Corporate Social Responsibility, Public Policy, and NGO Activism in Europe and the United States: An Institutional-Stakeholder Perspective

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'?

16 May

Topic: Effective Boards and Board Meetings

Session Facilitator: Dunn + Freeman/Parker

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

REFLECTIVE JOURNAL: Draft a memo responding to agenda item VI-2.-ii. of the mock Board meeting--endoresement of which is to be considered an action item for a future mock Board meeting of this same body.

18 May

Topic: Succession Planning

Session Facilitator: Cole + Hangge/Zinkov

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 6, 7)
A Four-Phase Approach to Succession Planning
Seven succession planning missteps boards should avoid

23 May

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

Session Facilitator: Dunn + Marolich/Sell

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 12)
- Bakewell, T. & Akande, B.O. Effective Nonprofit Governance: Lessons Learned
CASE PRESENTATION: Canada's Tar Sands: Muck and Brass & Oil Sands Resolution and Response
Freeman/O'Dell/Parker/Sorenson

WRITING ASSIGNMENT 4 DUE

25 May

Topic: Board Reforms and Current Regulatory and Shareholder Issues

Session Facilitator: Cole + Bronczyk/Flones

DISCUSSION QUESTIONS

Reading Assignment:

[STUDENT SELECTED READING HERE]

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.

30 May

HOLIDAY

01 June

Topic: Course Wrap-Up

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FINAL EXAMINATION

WRITING ASSIGNMENT 5 DUE


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