Corporate Governance DBA program presentation
Current conditions and a series of financial crises helped discover the most important "hot spots" in corporate governance practices. These shortcomings included the formal and decorative nature of a number of corporate procedures, lack of necessary professional qualities and skills in many members of boards of directors, underdevelopment of the institute of independent directors, lack of experts in the field of financial markets among top managers, weakness of the risk management system, lack of transparency and selective disclosure of corporate information. Many stereotypes in the theory and practice of corporate management failed, and many of universal truths were doubted for the first time.
In new macroeconomic conditions corporate governance will have to undergo a period of trials and tribulations. Influence of the internal and external positive factors, which had previously stimulated its development, has gone down considerably. The stock market fell to its lowest ever levels. Some company owners, who dropped day-to-day management duties in their business a couple of years ago, are returning to their managerial functions in the conditions of a crisis. Some companies have considerably decreased their dividend payments, and others have altogether postponed these payments until better times. There are many unresolved issues when it comes to restructuring corporate debts; this will most likely lead to the increased role of state in the capital of public companies. The business community is starting to rethink its past experience, searching for the contours of the new corporate governance model which corresponds to the real interests of businesses with more emphasis on financial management and risk management, improved internal audit, transparency, stricter requirements for the composition and professional qualities of the members of the board of directors.
The program stands out with its extensive use of practical materials, which attempts to analyze the impact and possible consequences of modern geo-economic conditions in the various aspects of corporate governance. The course presents all the main institutions and concepts of corporate governance, which play an important role in modern management practices. It considers the basic issues in the theory of corporate governance and the main directions of its evolution. The program covers different corporate governance models, and most important legal aspects, concentrating on the particular features of present-day corporate law. The course discusses the most important issues in the work of the central institute of corporate management - the Board of Directors - including corporate committees, functions of corporate secretaries and the role of independent professional directors.
The final most important section of the doctoral studies program is dedicated to problems of reorganization, corporate governance in groups of companies and in emergency situations. Other aspects covered include the modern tactics of corporate governance from the point of view of investors and issuers, global standards and modern approaches to solving various ethical problems and the role of corporate governance in the fight against corruption. Of a particular interest and relevance to the doctoral students are practical situations for analysis and case studies on the development of tools and corporate decision-making skills.
Corporate Governance DBA program content
Theme 1. Evolution of Corporate Structures and Concept of Corporate Governance
1.1. Joint-stock company management structure and the notion of corporate governance
1.2. Types of investors and their interests
1.3. Issues in joint-stock company functioning
1.4. Institutions and international principles of corporate governance
1.5. Models and current state of corporate governance
1.6. Corporate development
Cases for Analysis:
1. “Ways of Assessing Levels of Corporate Governance Used by Moody’s”
2. “Which Business Model is More Effective?”
3. “How Do You Manage a Growing Business?”
Theme 2. Main Forms and Mechanisms of Corporate Control
2.1. Market of corporate control
2.2. Competition for the shareholders’ power-of-attorney and representation in Board of Directors
2.3. Bankruptcy as an instrument of corporate control
2.4. Issues in strategic management in foreign financial institutions of development and assessment of their activities
2.5. Issues in legal regulation and corporate governance in companies with state participation
Cases for Analysis:
1. “Effectiveness of Internal Auditing Service”
2. “Is There a Need for Internal Control in Companies?”
Theme 3. Principles and Standards of Corporate Governance
3.1. Providing for and protecting the rights of shareholders and investors in international practice
3.2. Market value and informational transparency of the company
3.3. Investor requirements and standards of corporate governance
3.4. Reforming the standards of rating agency operations in conditions of economic crises and international practice of information disclosure
3.5. Establishing corporate governance standards on the capital markets
Cases for Analysis:
1. “Price of Openness”
2. “Rights of Minority Shareholders”
3. “Western Standards of Corporate Governance”
Theme 4. Main Functions and Roles of the Board of Directors in Company Management
4.1. Structure of joint-stock company’s top management
4.2. General meeting of shareholders and its authority
4.3. Board of Directors in the structure of the company’s top management
4.4. Functions and styles of Board of Directors management
4.5. Forming and implementing the strategy by Board of Directors
4.6. Evolution of the Board of Directors work process in the global context
4.7. Practical aspects of forming the corporate governance system
Cases for Analysis:
1. “The Importance of Being Angry”
2. “Law of the Jungle”
3. “Who Do I Choose?”
Theme 5. Organizing the Work of the Board of Directors
5.1. Formation of a Board of Directors and its structure
5.2. Order of the Board of Directors activities
5.3. Committees of the Board of Directors
5.4. Secretary of the Company (Board of Directors)
5.5. Assessment of the Board activities and remuneration of members
5.6. Key problems facing Boards of Directors today
5.7. Review of the Board member nomination and election process
Cases for Analysis:
1. Preparing and Holding Board of Director Meetings: Practice of Corporate Governance in IBM Company
2. Corporate Governance in the Danone Company
Theme 6. Organizing Work of Executive Bodies of а Joint-Stock Company
6.1. Composition and formation of executive bodies
6.2. Functions of executive bodies
6.3. Assessing the work and rewarding executive bodies
6.4. Auditing committee of a joint-stock company
6.5. Managerial buyout of the company
6.6. Optimizing interaction between the system of corporate control and effectiveness of executive bodies
6.7. Methods of assessing the effectiveness of corporate planning
Cases for Analysis:
1. “What Qualities Should a Top Manager Have?”
2. “Financial and Non-Financial Remuneration of Top Managers”
3. “Why Do We Need Options?”
4. “General Director or Owner?”
Theme 7. Issues in Reorganization and Corporate Governance in Groups of Companies. Corporate Governance in Emergency Situations
7.1. Problems of corporate management in groups of companies and particular issues in group management
7.2. Main types of groups of companies. Financial and industrial groups and holding companies
7.3. Reorganizations and corporate governance issues. Defending the interests of shareholders and creditors in the process of reorganization
7.4. Stock Exchanges and Self-Regulating Organizations. Independent legal action and alternative dispute resolution
7.5. Main directions in improving corporate governance standards in companies with state participation
7.6. Investments in sustainable business development via improved corporate governance; corporate governance in emergencies
Applications: Modern practice of corporate management: view of investors and issuers
Cases for Analysis:
1. “Modern Raid Practices in the USA”
2. “Raiders on the Corporate Control Market”
3. “Development of Corporate Governance in the MICEX Group”
Theme 8. Corporate Social Responsibility and Corporate Ethics Codes
8.1. The notion of business ethics and its component parts
8.2. The concept of corporate social responsibility
8.3. Standards of corporate social responsibility
8.4. Codes of corporate governance and corporate ethics
8.5. Differences in corporate governance codes
8.6. Global standards and modern approaches to solving ethical problems
8.7. Role of corporate management in counteracting corruption
Cases for Analysis:
1. The Enron Company and Business Ethics
2. Corporate Social Responsibility in Hewlett Packard
3. “A Socially Responsible Company”
CORPORATE GOVERNANCE OF THE XXI CENTURY. DIGITAL REALITIES.
MODULE 1. CORPORATE GOVERNANCE
We introduce the concept of corporate governance. We consider the language problem that exists in the Russian language: the term "management" has a lot of interpretations, including management (function), or "leadership", or operational management - which is carried out by the management (body) of the company - and corporate governance - which the meaning is closer to the concept of state and municipal government. In English, the concept, operational management - management, corporate (or GMU) - Governance.
We study the history of corporate governance: casually Ancient Rome, Genoa, East Indian trading companies, the difference in development in Europe and the USA, Russia: Empire, USSR, Federation. We focus on the development of capitalism in Russia and the “forced” development of corporate governance, joint-stock companies with state participation, corporatization of unitary enterprises and privatization.
We consider the established world order and the main branches of corporate governance: Anglo-Saxon, European continental, Japanese, family.
MODULE 2. CORPORATE GOVERNANCE SYSTEM
We view corporate governance as a system of checks and balances, a “quirky dance of participants”: the general meeting of shareholders, corporate governance bodies (Board of Directors) and control (audit commission), management. We formulate the rights and obligations of the system participants and immediately consider popular distortions and abuses, mainly based on Russian law enforcement practice. We pay attention to the impact of the regulator, the rules of the exchange and the Corporate Governance Code.
MODULE 3. ESSENCE OF DEVELOPED CAPITALISM
We share the concept of a company's value and its profitability. Using examples, we explain why increasing the value of a company and why aiming to maximize profits is not a good idea in the long term. Immediately we introduce the boundaries of the effective application of the technique.
We consider the types of growth: organic and through mergers and acquisitions, their strengths and weaknesses. We introduce the concepts of a strategic and portfolio investor, emphasize the boundaries of effective work with them. We consider corporate governance as a technology for making the main strategic decision: grow the company (how?) Or sell (to whom?)
From this paradigm, we consider the development of the company according to the Adizes scheme, noting effective decisions on the composition of the Board of Directors at different stages and working sources of funding.
MODULE 4. BOARD OF DIRECTORS
We consider the formation and basic principles of the work of the corporate governance body - the Board of Directors: how meetings are held, what are the votes, how the work of the Board of Directors is planned, what stages the annual plan should include and why, how the committees are allocated and why, what they are, who are the Chairman of the Board of Directors and the corporate secretary, what do they do.
MODULE 5. MEMBER OF THE BOARD OF DIRECTORS
If in the previous module we considered the Board of Directors as a collegial body, then this module deals directly with a member of this body - a professional director: what knowledge, skills, qualities it is useful for him to have, how to prepare on the agenda and how to supplement it, how to vote, what he is responsible for, how to insure it, what the remuneration is due for, how it is calculated. On the last - the most pleasant - issues, we consider several approaches: "American", "British", "Russian state".
MODULE 6. CORPORATE GOVERNANCE IN HIGH TECHNOLOGIES AND INFORMATION TECHNOLOGIES
We consider corporate governance of digital transformations and technology startups. We are figuring out why it is better to bring these issues to the corporate level, what benefits digital transformation can bring and what risks it carries. We analyze the concept of cybersecurity, consider several cases. We highlight the best practices of the innovation committee, learn to develop a digital transformation strategy. We again touch on technology startups (we continue the topic started at the end of module 3), analyze the best practices, sources of funding and the specifics of the work of support institutions in different cultures.
MODULE 7. LONG-TERM SUSTAINABLE GROWTH. ESG
We introduce the concept of “long-term sustainable growth” and its accompanying factors: environment, social sphere and Governance (corporate governance and GMU). Let's figure out where corporate social responsibility has gone in this paradigm. We study the history of ESG and large cases, watch how capitalism from a shareholder (share) becomes a stakeholder, we understand why now it is important not only "how much", but also "at what cost." We study the non-financial reporting of a large PJSC and the Responsible Investment Strategy of the constituent entity of the Russian Federation.
MODULE 8. AUDIT COMMISSION
We consider the formation and basic principles of the work of the corporate control body - the audit commission: how inspections are carried out, what stages of the annual plan should include and why, how unscheduled inspections are initiated and carried out (on cases), how to interact with the Board of Directors, for which auditors bear responsibility and are rewarded.
Status & Diploma
Graduates of the DBA Corporate Governance program receive Official Diploma and International Qualification Certificate.