Corporate Governance is a second-year elective course for students attending the M.Sc. in Accounting and Finance. The course is designed to introduce students to the fundamental concepts of corporate governance from various angles – the board of directors, senior management, regulators and other stakeholders - and their governance roles and responsibilities. The course will also discuss ethical considerations applied in a business setting, including the relation between business and society, responsibility, business-stakeholder interactions, and ethics in the workforce.
Corporate governance is a set of principles and policies by which a company is directed, which influences the rights and relationships among stakeholders, and ultimately how a firm is managed.
The main subject areas covered in the course are:
(1) The Principles of Corporate Governance: What it is, why it matters, history, theories, separation of ownership and control, models of governance
(2) The Players: the roles of shareholders, owners, management
(3) The Board of Directors: directors (qualifications, duties), BoD independence, structure and compensation, employee representation, BoD committees, leadership, ethics and diversity
(4) The Shareholder’s Voice: Proxy voting, activist investors, Say on Pay
(5) The Regulatory Framework: the SEC, SOX, Dodd-Frank Act, codes and legislation
(6) Specialized Tasks of BoD: risk governance, CEO succession planning, executive compensation and equity ownership, Audit Committee and governance of financial reporting, corporate social responsibility
(7) Corporate Ethics/Conduct and Tone from the Top, ethical issues in business setting
(8) International corporate governance (national/EU governance models) and governance of private companies