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.
CHIEF EXECUTIVE OFFICER MODULE "MANAGEMENT IN A WEAKLY STRUCTURED WORLD"
A series of online seminars "GOVERNANCE IN A WEAKLY STRUCTURED WORLD" with international certification and the opportunity to pass a qualifying exam in the European Union (EU-NQF) standards system. The program deals with management technologies suitable for solving management problems in conditions of chaos, lack of information and turbulence of the environment. The program is based on both advanced and time-tested management technologies, provided with examples from the management consulting practice of the program tutor, including: production and provision of services, projects for the largest Russian (including LUKOIL) and effective international (including . International Labor Organization) companies.
• You will learn how to make quality management decisions under conditions of uncertainty;
• You will be able to actively develop your business in a crisis;
• You will understand how to systematically make an enterprise innovative;
• You will reduce costs, both by using advanced production practices and by optimizing the organizational structure and wage system;
• As a result, you will know how to increase the operating profit of companies. This will increase your value in the labor market.
EDUCATIONAL AND METHODOLOGICAL PLAN OF THE PROGRAM:
Module 01. Introduction to the course.
• Weakly structured world, VUCA: Volatility (changeable), Uncertainty (uncertain), Complexity (complex), Ambiguity (ambiguous) - replaced by BANI: Brittle (fragile), Anxious (disturbing), Nonlinear (nonlinear), Incomprehensible (incomprehensible). Why study management precisely with an adjustment for the weak structuredness and high randomness of the world.
• Presentation of the course tutor, Stanislav Viktorovich Khainish. Guru's legacy. Personal history, contribution to the development of Soviet and Russian consulting.
• Management in a Crisis: Threats and Opportunities. Turbulence as a resource. 3 types of intraorganizational crisis. "Anti-crisis program" or "Program of active development of the company in a crisis"? Business activity cycles (Mitchell, Kitchin, Zhugler, Kuznetsov, Kondratiev). The main sources of the crisis generation. Imbalances, lessons of the global crisis. 8 reactions of Russian business to the global crisis. Business management measures in the context of the global crisis.
• Successful business. What is success, what kind of business can be considered successful, how to achieve it. Definition and evaluation of profit. KPI, SSPE, 4-level Kaplan-Norton model. Necessary work. Pay system. 12 myths about SOT. Efficiency mark. Integral indicator of efficiency. Valuation through capitalization of perpetual income. Current criteria for the success of companies or business lines according to J. Welch and P. Drucker. Common performance indicators. Profitability. Innovative activity, "forcing" to innovate.
Module 02. SSUZ - Weakly structured management tasks.
• The general scheme for solving the problem of management in the organization. Characteristic features of the set of performance criteria. An example of a decision of the SSZ LLC "SKZMK". 5 pillars of the organizational structure according to T. Peters and R. Waterman.
• Case of a bakery - an example of a solution for a secondary school. Stages, factors, criteria, decision in an objective and criteria way, development of compromise solutions.
• Case of a commercial bank - an example of a CVSS solution. Stages, factors, criteria, decision in an objective and criteria way, development of compromise solutions.
Module 03. History, culture, philosophy of management and consulting.
• From biblical commandments - to the behavior of an entrepreneur.
• Corporate culture. 5 steps of employee management. Values, beliefs, culture. Collective social programming, translation of values into behavioral norms. Building a system of priority values for the company. Examples. The ideology of OAO "LUKOIL". Chevron Code of Business Conduct. Organizational Change Matrix.
• 25 paradoxes of management consulting. Model of the consulting system, 5 components: consultant, client, tasks or consulting services, forms and methods of consulting, the result of the consultant's work. Pitfalls of borrowing someone else's management consulting experience. Consultant portrait.
• Values in the corporate world: yesterday and tomorrow - Heinish and Lebedev. Brief summary of the module.
Module 04. WtE - Improving Operational Efficiency.
• 3 POE pillars: management, mentality, business culture. The basic business model of a Russian company. Iceberg of visible and hidden internal reserves of POE. Transition from values to management norms. Organizational structure: hard or soft, real or virtual. Examples of KPIs for refineries. World trends in the development of the organizational structure. Pathology of the organizational structure. The transition from job descriptions to service functions. Cube structure. Modeling, reorganization and optimization of business processes. Multidimensional organizational structure of the company. Introduction to the methods: 12-page tablet, seven-orbit downscaling scheme, structural cinquefoil.
• Fundamentals of TOC - Theory of system constraints. Contribution by E. Goldratt, O. Cowan, W. Detmer. The main types of restrictions. Basic principles of TOC. 7 rules for managing the system through its limitations. Process synchronization technology "drum - buffer - rope". cash flow performance. Unified logical thinking process, 5 tools: current reality tree, conflict resolution diagram, future reality tree, transition tree, transformation plan. Example: production of shirts.
• Mastering related professions. I, -, T-specialists. Outlook and expertise. Cross-disciplinary teams.
• Golden rules of management. Brief summary of the module.
Module 05. MIS - Innovation Management System.
• From traditional to self-developing company. System of Continuous Improvement (SNU). Mechanisms of current functioning (MTF), traditional development (MTR), innovative and project development. Building an integrated management system for innovative projects at the enterprise.
• IDA - Active Development Mechanisms. MAP, MTP and MTF. Organizational changes in the launch and implementation of innovative projects. Organizational change management. Conditions and resources that ensure the work of SNU. Center for Active Development (CAR), its tasks.
• An example of the construction of SNU in NK Rosneft. Main components, work map of the motivation process, calendar map, distribution of responsibility, examples with comments.
• A system for supporting the implementation of an innovative project (RIP). RIP schedule, roadmap, responsibility matrix, information board and traffic light system, risk management, RIP process optimization. The cycle of change. The cone of emotion is the result. Quality of managerial will, formula, calculation example.
• Methodology of I. Adizes. Formula for success. Integration, external and internal. Disintegration. "Ideal leader", PAEI - a model, a prerequisite for the formation of collegiate bodies. Manufacturer, administrator, entrepreneur, integrator. Life cycle curve. Adizes program to promote the company to the stage of heyday in its life cycle (11 phases).
• Examples of economic impact assessment.
• Examples of solving managerial problems by F. Taylor with comments.
Module 06. QRM - Quick response manufacturing.
• Place in modern management and business, relationship with TQM, BPR, Lean, 6 Sigma, Kaizen, Agile, CAD/CAM/CAE. 4 keys to quick response. Rajan Suri, It's all about time / "Time is money"
• TPS - Toyota Production System. Dao Toyota. History, 14 principles. The role of standardization and innovation. Key points in the implementation of the principles. Tao hansei (introspection) and Kaizen (self-improvement). Guiding and stimulating the organization of learning (Hoshin Kanri). Toyota Mission.
• Kaizen - The strategy of continuous self-improvement. M. Imai. 11 components of Kaizen. Features of Kaizen. Japanese perception of job functions. Kaizen teams. Statistical tools: Pareto chart, Ikigawa chart, histograms, control charts, scatter charts, checklists. Muda (loss), muri (overload), mura (inconsistency).
Module 07. Multidimensional organizational structure of the company (12-page tablet).
• Expert assessment of the company according to the criteria.
• Outsourcing. Sources: outsourcing, insourcing, co-sourcing, internal outsourcing, spin off, outplacement. 3 outsourcing models. 10 steps of unbundling (restructuring) and organization of outsourcing.
Module 08. Management tools.
• Benchmarking, its elements and success factors. Typology of workers, seven-orbit scheme of downsizing (delegation of economic independence), Center for Economic Independence (CHS). Rose of freedom (independence) for CHS. Features and qualitative characteristics of the organizational structure of the type of "structural cinquefoil".
• Identification and transfer of best practices, "industrial espionage" and benchmarking examples. Classifications according to the content of the transferred practice, according to the amount of costs, according to the speed and scale of obtaining the effect, according to the complexity of implementation. Organizational forms of benchmarking: star, circle, wheel, consortium. Types of benchmarking. Planes of comparison. Standards and where to find them? A variant of a simplified enlarged step-by-step benchmarking procedure. Kovalev's method (timing). Ford Operational Benchmarking. Benchlerning, benchfuching, benchracing. Examples of internal benchmarking from the experience of IMI Consulting: mining and processing plant, oil refinery, energy, consumer cooperation. Doubts when using benchmarking. Code of business conduct, ethical boundaries of benchmarking.
• The mentality of a (Russian) manager. Examples of typical misconceptions about inadequate perception of the real world. Illusions, myths, mirages. The position of "external or internal victim", "psychological owner", professional "cretinism".
Module 09. Interaction of the employee with the organization.
• Interaction of the employee with the organization. Motivation. Necessary work.
• Involvement of staff. Engagement management. Assessing and increasing the involvement of personnel in effective work and innovation (according to H. Rampersad). Balance of individual balanced scorecard (ISSP) and balanced performance scorecard (SSPE). The development cycle of an employee. Effective talent management. Factors influencing engagement and their assessment. The application is the Q12 questionnaire from Gallup.
• Motivation, incentives, remuneration. The practice of forming payroll. Wage system (SOT), trends, world experience. 5-step model of motivation. Viral model of society. Typology of workers, Grechikov's model. Actual tasks for the personnel service. Evaluation of personnel on a two-dimensional scale "loyalty - professionalism". Multivariate diagram of the influence of the degree of employee involvement in effective work on his remuneration.
Module 10. Economy and society.
• Socially responsible business.
• Economic and social balance. Achieving maximum efficiency of the company through finding a balance of interests between stakeholders.
• Building a socially responsible business. 4 components of the philosophy of K. Schwab. Social partnership, its international standards. Forms of implementation of social responsibility. Principles of partnership building. Evaluation of the effectiveness of social partnership at the enterprise. Functions of social partnership and criteria for their measurement. Removing conflicts during downsizing. Socially responsible downsizing. Styles of resolving social conflicts. Examples of social programs. Balancing the interests of the administration and the labor collective. The transition from the traditional to the new moral contract. The formula for resolving conflicts and contradictions. Examples of social investment within the company. Cases Marriot, Procter&Gamble, IBM, Shaw's, Byte.
TARGET AUDIENCE OF THE PROGRAM
• Co-owners of the business, top managers working directly with the owners;
• Family members of entrepreneurs, potential successors, experts;
• Entrepreneurs - owners of small and medium-sized businesses, sole or in partnership, combining the functions of business ownership with the functions of its management (general directors, managing partners);
• Directors - hired managers, both at the corporate level (members of the boards of directors, supervisory and trustee boards), and top and line management;
• Management consultants.
ENROLLMENT AND STUDY TERMS
Start of training: monthly from the 1st day of the month.
Duration of study on the program is 9 months (3 semesters).
Diploma of Singapore Academy of Corporate Management DBA Corporate Governance;
Academy Qualification Certificate for one of the levels: Professional / Expert / Master / Specialist (according to the results of passed qualification tests);
Diploma of the British Business Academy Research & Teaching International DBA Corporate Governance (under the franchise program and mutual recognition of diplomas);
Qualification Certificate of Chief Digital Officer of the European Economic Committee according to the EU-NQF standard;
Certificate of the European Register of Managers on obtaining a place in the rating and professional qualification of Corporate Governance.
Qualification Certificate of Chief Executive Officer of the international standard, on advanced training in the competencies "Organization Management / Company Management" from the Singapore Academy of Corporate Management
IN THE TRAINING PROGRAM
Access to course materials in Russian and English in digital format through a personal account;
Consultations of a personal tutor during the entire period of study (Skype, Telegram, E-mail);
Access to the electronic library of the academy;
Access to the qualifying exam;
Access to the video channel of the academy.
COST OF EDUCATION
Full tuition fee £27,000
Grant tuition fee £6,000