Western Washington University Western Washington University

Seminar in Management:
Corporate Governance
Spring 2012

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Course Schedule:


28 March Topic: Course Introduction

Syllabus Overview

02 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?

04 April

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

Session Facilitator: Dunn/Cole

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.

09 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]

CASE PROPOSALS DUE

SEMINAR PROPOSALS DUE

WRITING ASSIGNMENT 1 DUE

11 April

Topic: Effective Boards and Board Meetings

Session Facilitator: Dunn/Cole + Singh

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]
13 April

FRIDAY SESSION

8:00am - 12:00pm

Old Main 340

Topic: Western Washington University Board of Trustees Meeting

By 5:00 p.m. on Friday, April 12, 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 12 and concludes on Friday, April 13 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?

16 April

Topic: Constituencies: Shareholders v Stakeholders

Board of Trustees Meeting Debrief: Phil Sharpe

Session Facilitator: Dunn

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
- Effective Boards: Board Composition (YouTube)
[STUDENT SELECTED READING HERE]

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?

18 April

Topic: Board Structure, Composition and Recruitment

Session Facilitator: Dunn + Ekman/Wiederkehl

DISCUSSION QUESTIONS

Reading Assignment:

Corporate Governance (course text: Chapter 3-4)
Determinants of Board Structure
Tradeoffs in Corporate Governance (pg 6-8)
- Daum, J.H. & Neff, T.J. SSBI: key trends drive board composition
- Nordberg, D. A much deeper pool of potential recruits
- Daly, K. & Garrett, R.P. Why Committees Must Coordinate
Google Directors Face Antitrust Probe (on campus, click on 'Western Washington University' then 'PDF Full Text' to view article)

WRITING ASSIGNMENT 2 DUE

23 April

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

Session Facilitator: Dunn + Hutson/Berg

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.

25 April

Topic: Sarbanes-Oxley

Session Facilitator: Dunn + Niemi

DISCUSSION QUESTIONS

Reading Assignment:

A guide to the Act
Fast-Growing Firms Feel Impact of Sarbanes-Oxley
The Goals and Promises of the Sarbanes-Oxley Act
The Unexpected Benefits of Sarbanes-Oxley
- Romano, R. The Sarbanes-Oxley Act and the Making of Quack Corporate Governance (pp 121-125 & 205-212)
- Carney, W.J. The Costs of Being Public After Sarbanes-Oxley: The Irony of 'Going Private'
REFLECTIVE JOURNAL: If you were recommending changes to Sarbanes-Oxley, what would those changes be?
30 April

Topic: CEO and Director Interaction

Session Facilitator: Cole/Dunn + Love

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
- Boyd, B.K. Board Control and CEO Compensation

Case: Port of Bellingham (Berg, Lai, Slack, El-Azhari)

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

02 May

Topic: Board's Role in Strategic Planning

Session Facilitator: Cole/Dunn + Suzuki

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
[STUDENT SELECTED READING HERE]

07 May

Topic: Audit Committee

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

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
[STUDENT SELECTED READING HERE]

Case: Satyam (Whitfield, Suzuki, Singh, Wiederkehr)

WRITING ASSIGNMENT 3 DUE

09 May

Topic: Board and Director Assessment

Session Facilitator: Dunn/Cole + McCauley/Hopkins

Download PowerPoint for this class session by clicking here

DISCUSSION QUESTIONS

Reading Assignment:

Report of the NACD Blue Ribbon Commission on Board Evaluation: Improving Director Effectiveness (class handout: pp 1-26)
- Lawler-King, E. Self Assessment and the Quest for Performance Improvement
- Heffernan, M. Rupert Murdoch: Guilty of Willful Blindness
- Behan. Board Assessment: Designing the Process
- Board Self-Assessment are Here to Stay -- and For Good Reason
- Non-Profit Board of Directors Self-Assessment Survey
- Evalaution Spotlight: Board Engagement Evaluation -- BoardEvals.com
- Richmond Public Library Board Evaluation

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

14 May

Topic: Private Company Boards

Session Facilitator: Cole/Dunn + Chris Renoud (CEO, Fiberglass Structural Engineering) + Koontz

Download PowerPoint for this class session by clicking here

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?
[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.
16 May

Topic: Succession Planning

Session Facilitator: Cole + Whitfield

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
[STUDENT SELECTED READING HERE]
Case: Disney's Succession Problem (Niemi, Ekman)
21 May

Topic: International Perspectives

Session Facilitator: Cole + El Azhari

DISCUSSION QUESTIONS

Reading Assignment:

- Achieving Effective Boards: A comparative study of corporate governance frameworks and board practices in Argentina, Brazil, Chile, Colombia, Mexico, Panama and Peru
- 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
- Smith, J.F.S. The Globalization of Governance

Case: Apple and Supply Chain Management (Hutson, Koontz, Love)

WRITING ASSIGNMENT 4 DUE

23 May

Topic: Board Reforms and Current Regulatory and Shareholder Issues

Session Facilitator: Cole + Slack/Lai

DISCUSSION QUESTIONS

Reading Assignment:

[STUDENT SELECTED READING HERE]

Case: Yahoo (Simard)

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.

28 May

HOLIDAY

30 May

Topic: Course Wrap-Up

Session Facilitator: Cole/Dunn

07 June

FINAL EXAMINATION/CASE WRITE-UPS DUE

WRITING ASSIGNMENT 5 DUE


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