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
TOPIC 1. EVOLUTION OF CORPORATE STRUCTURES AND THE CONCEPT OF CORPORATE GOVERNANCE
1.1. Management structure of a joint stock company and the concept of corporate governance;
1.2. Types of investors and their interests;
1.3. Features of the functioning of a joint stock company;
1.4. Institutionality and international principles of corporate governance;
1.5. Models and current state of corporate governance;
1.6. Corporate development in Russia and developed countries.
The educational material analyzes the historical transitions from family businesses to joint stock companies, driven by the need to attract more capital and expand the business. Particular attention is paid to the role of the board of directors and executive management in modern corporate structures, as well as the impact of globalization and digital technologies on corporate governance. Transparency of activities, responsibility to shareholders, protection of the rights of minority shareholders are highlighted as fundamental principles of corporate governance. Challenges and new trends are also addressed, including the integration of sustainable development and corporate social responsibility into business strategy. Educational content emphasizes the need to balance the interests of shareholders, managers and other stakeholders to achieve the sustainability and long-term success of companies in a dynamically changing world.
TOPIC 2. BASIC FORMS AND MECHANISMS OF CORPORATE CONTROL
2.1. Market for corporate control;
2.2. Competition for obtaining powers of attorney from shareholders and participation in the board of directors;
2.3. Bankruptcy as a tool of corporate control;
2.4. Features of strategic management in foreign financial development institutions and assessment of their activities;
2.5. Features of legal regulation and corporate governance in companies with state participation.
The training material is an extensive study that covers the main forms and mechanisms of corporate control. Internal and external aspects of corporate governance are discussed in detail, including the role of internal control, corporate governance, controlling interest, external control, and the importance of corporate culture and technological tools in modern control mechanisms. International standards of management and control, their impact on the unification of approaches at the international level, as well as the key role of audits and audits in maintaining and improving the corporate control system are also considered. Issues of the effectiveness of corporate control, the need for an integrated approach, which includes both internal and external mechanisms, the use of modern technologies, and the formation of a culture of responsibility and transparency are studied. The problems and prospects of the market for corporate control are covered, including mergers, acquisitions, and the role of institutional investors in shaping corporate strategy. The material provides a complete overview of the current state and prospects for the development of corporate control, considering it as a tool for improving managerial efficiency and increasing the transparency of business processes.
TOPIC 3. PRINCIPLES AND STANDARDS OF CORPORATE GOVERNANCE
3.1. Ensuring and protecting the rights of shareholders and investors in global practice;
3.2. Market value and information transparency of the company;
3.3. Investor requirements and corporate governance standards;
3.4. Reforming the standards of work of rating agencies in the context of the economic crisis and international practice of information disclosure;
3.5. Setting corporate governance standards in the Russian capital market.
The training material covers the fundamental principles of corporate governance, such as fairness, accountability and responsibility. The importance of transparency in information disclosure for all stakeholders is highlighted, which helps reduce investment risks and maintain a high level of investor confidence. In addition, issues of equity and the prevention of conflicts of interest among shareholders are addressed, emphasizing the role of the management team in ensuring accountability and respecting the interests of all participants. The material contains information on corporate governance standards, including the development and implementation of codes of conduct, rules and procedures that contribute to the creation of an effective management system. Describes the creation of a board of directors responsible for strategic planning and control over the activities of executive management, the implementation of a system of internal control and audit, as well as mechanisms for preventing and resolving conflicts of interest. Particular attention is paid to international standards and recommendations, such as the OECD principles, which provide guidance for management practice in different countries.
TOPIC 4. MAIN FUNCTIONS AND ROLE OF THE BOARD OF DIRECTORS IN COMPANY MANAGEMENT
4.1. Structure of the highest level of management of a joint stock company;
4.2. General meeting of shareholders and its powers;
4.3. Board of Directors in the structure of the highest level of management in the company;
4.4. Functions and leadership styles of the board of directors;
4.5. Formation and implementation of strategy by the board of directors;
4.6. Evolution of board practices in a global context;
4.7. Practical aspects of forming a corporate governance system.
The training material reveals the key role of the Board of Directors in the corporate governance of joint stock companies. Its role in financial control, interaction with shareholders and ensuring transparency of the company’s activities is also emphasized. The material emphasizes the importance of the board of directors in creating a sustainable corporate governance system, maintaining a balance of interests of all participants in corporate relations and resolving internal corporate conflicts. Their role in ensuring the sustainable development of the company, introducing new technologies and managing corporate risks is considered. The material also covers issues of interaction between the board of directors and shareholders, which includes organizing general meetings and informing shareholders about the company’s development plans and strategies. Covers how the board of directors plays a critical role in protecting shareholder interests and promoting corporate transparency and helping to build trust and a positive company image. Considers how the board should ensure that an effective risk management system is developed and implemented, and ensure that potential threats are identified and strategies are developed to minimize or neutralize them. The material focuses on the role of the board of directors in integrating the principles of social responsibility and environmental sustainability into corporate strategy. The topics of adaptation of the board of directors to the constantly changing global economic environment and the search for innovative approaches to management are covered, which requires board members not only to have deep knowledge in the field of corporate governance, but also an understanding of industry trends and global economic processes.
TOPIC 5. ORGANIZATION OF ACTIVITIES OF THE BOARD OF DIRECTORS
5.1. Formation of the board of directors and its structure;
5.2. Operating procedure of the board of directors;
5.3. Committees of the Board of Directors;
5.4. Secretary of the company (board of directors);
5.5. Performance assessment and remuneration of members of the board of directors;
5.6. Key Issues Facing Modern Boards of Directors ;
5.7. Review of systems for nomination and election to boards of directors.
The training material examines key aspects of the governance and functioning of the Board of Directors in the context of corporate governance. The focus is on the structure of the Council, its roles, objectives and responsibilities to stakeholders. Methods for increasing the efficiency of the Council through regular meetings, strategic planning and the introduction of modern technologies are studied in detail. The program teaches a clear division of powers between the executive body and the Board of Directors, which helps to avoid conflicts of interest and duplication of functions. Various committees within the Board of Directors are considered, such as the audit committee and the nominating committee, and their role in a detailed analysis of specific aspects of the company's activities. Special attention is paid to interaction with shareholders and other stakeholders. The material reveals the adaptation of the Board of Directors to the external context, risk management and maintaining a high level of corporate culture and ethics, emphasizing the role of the Board in creating a positive image of the organization and strengthening its position in the market. The material also highlights the principles of sustainable development and corporate social responsibility that the Board of Directors should integrate into the company's strategic planning. The material addresses issues of talent and human resource management, emphasizing the need to create a motivation and reward system that helps attract, develop and retain highly qualified specialists, and also reveals the importance of using data and analytics in decision-making by the Board of Directors.
TOPIC 6. ORGANIZATION OF ACTIVITIES OF EXECUTIVE BODIES OF A JOINT STOCK COMPANY
6.1. Composition and formation of executive bodies;
6.2. Functions of executive bodies;
6.3. Performance appraisal and remuneration of executive bodies;
6.4. Audit Commission of a joint stock company;
6.5. Buyout of the company by managers;
6.6. Optimizing the interaction of the corporate control system and the efficiency of management bodies;
6.7. Methods for assessing the effectiveness of corporate governance.
The training material covers the multifaceted process of organizing the work of the executive bodies of a joint-stock company, focusing on strategic planning, personnel management, performance monitoring and performance analysis. The importance of adapting the management structure to the specifics of the company and current business trends, as well as the need to integrate the latest technologies to improve operational efficiency, is discussed in detail. Particular attention is paid to developing a strategy for communications with stakeholders and corporate social responsibility. The material covers issues of risk management, personnel training, corporate culture development and change management. Detailed recommendations are provided for forming an effective team of executive bodies and creating conditions for their successful work in a dynamically changing business environment. The material examines in depth the innovative activity of executive bodies, in the context of digitalization of business processes and the use of data for strategic decision-making. The importance of maintaining high standards of corporate governance, which helps to strengthen confidence on the part of investors and partners, is considered, with emphasis placed on the need to constantly improve management processes and adapt to rapidly changing market conditions. Doctoral students are provided with strategies for international development and management of international operations, which includes adapting products and services to different cultural and economic contexts, as well as managing international teams. The importance of corporate ethics and social responsibility in creating a positive image of the company and increasing its attractiveness at the global level is emphasized.
TOPIC 7. FEATURES OF REORGANIZATIONS AND CORPORATE GOVERNANCE IN A GROUP OF COMPANIES. CORPORATE GOVERNANCE IN EMERGENCY SITUATIONS
7.1. Problems of corporate governance in a group of companies and features of its activities;
7.2. Main types of groups of companies. Financial and industrial groups and holding companies;
7.3. Reorganization and corporate governance issues. Protection of shareholders and protection of creditors during reorganization;
7.4. Stock exchanges and self-regulatory organizations. Independent enforcement and alternative dispute resolution;
7.5. Main areas of activity to improve corporate governance standards in companies with state participation;
7.6. Investments in sustainable business development through improved corporate governance. Corporate governance in emergency situations.
The training material reveals the complex and multifaceted aspects of reorganization in a group of companies and management in emergency situations. The content is divided into two key topics: group reorganization and corporate governance in emergencies. The first part examines the stages and key aspects of reorganizations, such as planning, legal documentation, changes to corporate documents, and approaches to change management. Particular attention is paid to the use of modern data analysis technologies and artificial intelligence to optimize decisions during the reorganization process, as well as the importance of the human factor and personnel support during periods of change. The second part describes emergency management, emphasizing the need for flexible and rapid decision making. Risk management methods, emergency planning , support for corporate social responsibility and the importance of maintaining corporate culture in crisis conditions are discussed. The material provides a comprehensive analysis of corporate governance strategies and tools necessary for effective operation and development within large corporate structures in changing conditions. Issues of coordinating the activities of various departments, integrating corporate systems and technologies, as well as managing corporate culture and sustainable development strategies are considered. Particular attention is paid to the challenges that arise when managing multi-level corporate structures, including the need for transparency and accountability, managing risk at all levels of the organization and coordinating strategic planning. The importance of innovation and adaptation to changes in the market environment, maintaining high standards of corporate ethics and anti-corruption is also emphasized.
TOPIC 8. CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE CODES OF ETHICS
8.1. The content of the concept of “business ethics”;
8.2. Concept of corporate social responsibility;
8.3. Corporate social responsibility standards;
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. The role of corporate governance in combating corruption.
The training material focuses on corporate social responsibility and corporate codes of ethics. The material explains in detail the concept of CSR, highlighting its relevance to modern business, and illustrates how companies can take the public interest into account by improving the quality of life of various stakeholders, including employees, their families and local communities, through their operations. The role of corporate codes of ethics, which formalize the company's expectations regarding the behavior of its employees and external partners, is also revealed. The material states that such codes contain a set of principles and rules aimed at ensuring honest and ethical activities. Special attention is paid to the importance of integrating CSR principles into corporate culture and business processes, which allows not only to strengthen public and consumer trust, but also contributes to sustainable development. The training material also offers methods for implementing CSR and corporate codes of ethics, including training employees, developing monitoring and evaluation mechanisms, and engaging with stakeholders to ensure transparency and accountability. The material examines the international context of corporate social responsibility and corporate codes of ethics, describing differences in approaches and practices in different countries. The course also details the mechanisms for implementing ethical principles in companies, including internal audits, ethics committees and employee training. Covers the issues of creating an effective risk management system, which helps prevent potential violations and conflicts of interest, thereby promoting a healthier and more transparent corporate culture. Particular attention is also paid to how companies can use corporate social responsibility as a tool to address global social and environmental issues such as climate change, inequality and sustainable development.
TOPIC 9. DIGITIZATION OF CORPORATE GOVERNANCE
9.1. Digital legal personality of corporations in Russia;
9.2. Voting technology in corporate governance;
9.3. Decentralized Autonomous Organizations (DAOs);
9.3. Corporate governance models: America, Europe, Asia;
9.4. Creation of a corporate governance system recognized by international capital;
9.5. Strengthening the recruiting capabilities of the board of directors;
9.6. Succession plan and board diversity.
The training material examines in detail how digital technologies are transforming traditional methods of corporate governance, making processes more flexible and adaptable to modern market conditions. Benefits are highlighted, such as increased accuracy and speed of management decisions thanks to automation and big data analytics. It also examines the impact of these changes on corporate culture and the need to develop digital literacy skills among employees. The program includes the study of various innovative technologies such as artificial intelligence, machine learning, big data and cloud computing. The emphasis is on the need to ensure cybersecurity in the face of growing data volume and its importance to business. The material emphasizes the importance of leadership and change management to support innovation and adaptation to new environmental conditions. It involves the active use of case methods and analysis of practical situations, which contributes to a deep understanding of digitalization processes at various levels of management. The course is aimed at developing the skills of doctoral students to critically analyze technological innovations and their impact on the strategic development of companies. The program also draws attention to the legislative aspects of digitalization, in particular, using the example of the European Union, where digital tools for corporate law are being actively introduced, aimed at simplifying the processes of registering and managing companies through online platforms. The impact of these changes on the legal personality of corporations is studied, including adaptation to new market conditions that require a higher degree of flexibility and responsiveness in decisions. Particular attention is paid to blockchain technology, which is an innovative solution for managing corporate information.
TOPIC 10. INTEGRATION OF DIGITIZATION INTO CORPORATE SECTORS
10.1. Evolution of digitalization of corporate structures;
10.2. Features of the functioning of a digitalized joint-stock company;
10.3. Digitalization of corporate development in Russia;
10.4. Basic forms and mechanisms of digitalization of corporate control;
10.5. Principles and standards for digitalization of corporate governance;
10.6. The main functions and role of the board of directors in the digital management of the company;
10.7. Formation and implementation of a digital strategy by the board of directors;
10.8. Evolution of board practice in a digital context;
10.9. Digitalization of the activities of executive bodies of a joint-stock company;
10.10. Digitalization of the audit commission of a joint-stock company;
10.11. Methods for digital assessment of the effectiveness of corporate governance;
10.12. Features of digital reorganizations and corporate governance in a group of companies;
10.13. Shareholder protection and creditor protection during digital reorganization;
10.14. Digital platforms as a tool for raising corporate governance standards in companies with state participation;
10.15. Corporate social responsibility and digital technologies;
10.16. Corporate governance in high-tech and information technology companies;
10.17. Anthology of digitalization of corporate governance;
10.18. Analysis of the use of digital transformation technologies by corporate governance bodies;
10.19. The role of corporate governance bodies in the implementation of digital transformation;
10.20. Algorithm for building a risk management system for corporate management of digital transformation;
10.21. Improving performance assessment tools when implementing digital transformation of a company by corporate governance bodies.
The material reveals the integration of digitalization into corporate sectors, emphasizing its importance for business development and efficiency. The course examines in detail the key aspects and stages of digital transformation, including the initial audit of existing processes, strategy development, automation of operational processes, and the use of innovative technologies such as artificial intelligence and blockchain. Particular attention is paid to creating a corporate culture that supports innovation and employee learning, as well as the need to monitor and evaluate the results of implementing changes to adapt to market conditions. Additionally, it examines detailed changes in corporate structures driven by digitalization, including the shift from traditional methods to more agile project teams, which improves customer engagement and accelerates innovation. The section also covers issues of cybersecurity, regulation and standardization, international cooperation, as well as the development and implementation of new products. The need for continuous employee training and development to support successful digital transformation is emphasized. Solutions to challenges associated with digital governance are described and proposed, including creating a digital ecosystem, managing change, and optimizing business processes. The program emphasizes the importance of an integrated approach that combines technological change, strategic planning, and cultural considerations to achieve long-term corporate goals and business sustainability in a rapidly changing digital landscape.
TOPIC 11. DIGITAL TRANSFORMATION OF CORPORATE GOVERNANCE
11.1. Theoretical foundations of digital transformation of corporate governance;
11.2. Digital economy and its impact on corporate governance;
11.3. Artificial intelligence and machine learning in corporate management;
11.4. Digital transformation technologies for corporate management;
11.5. Customer relationship management systems (CRM);
11.6. Enterprise resource planning (ERP) systems;
11.7. Knowledge Management Systems (KMS);
11.8. Assessing the effectiveness of digital transformation of corporate governance;
11.9. Risks and problems of digital transformation in corporate governance;
11.10. Successful cases of digital transformation implementation;
11.11. Leadership and management in the era of digital transformation;
11.12. Organizational change and cultural adaptation as part of digital transformation;
11.13. Forming a team for successful digital transformation;
11.14. Legal and ethical aspects of digital transformation of corporate governance;
11.15. Legislative framework and regulation of digital transformation;
11.16. Data protection and privacy in digital corporate governance;
11.17. Strategies and practices for implementing digital transformation;
11.18. Sustainable development and constant renewal as part of the digital transformation of corporate governance.
The training material reveals in detail the importance and relevance of the introduction of digital technologies in the field of enterprise management. He reveals the methodology of digital transformation, showing it as a multidimensional process that affects various levels of the organizational structure and business processes, offering new approaches to interacting with information systems, improving communications and optimizing management decisions. The course analyzes both the technological and socio-economic aspects of digital transformation, highlighting important drivers of change such as the globalization of markets, changing consumer expectations and innovation activity. It also examines the main issues and challenges associated with digital transformation, including cybersecurity, legal and ethical issues, and the threat of increasing social inequality.
Specific examples of the implementation of digital innovation in enterprises are provided, as well as proposals and recommendations for the effective implementation of digital transformation, including developing strategies, ensuring an interdisciplinary approach and stimulating innovative activity. A detailed analysis of proposals for managing corporate transformation highlights the importance of an integrated approach, including training and development of personnel, strengthening cybersecurity systems, and developing an innovative corporate culture. Tools are offered to assess the current state of the IT infrastructure and make recommendations for improving the data-based management system. An important aspect is the development of mechanisms for monitoring and evaluating the effectiveness of implemented changes, which includes ongoing collection and analysis of data, as well as adjusting strategies in response to the results obtained.
TOPIC 12. OWNERSHIP SUCCESSION IN CORPORATE GOVERNANCE
12.1. Ownership succession planning: approaches and methodologies;
12.2. Assessing the company’s readiness for a change of owners and managers;
12.3. Succession risk management;
12.4. Preparing potential successors: selection criteria and development;
12.5. Social and psychological aspects of ownership succession;
12.6. Family business management: features and problems;
12.7. Comparative analysis of international practices of ownership succession;
12.8. Strategic succession planning;
12.9. Legal and tax aspects of changing ownership;
12.10. Preservation of corporate culture and values when changing business ownership;
12.11. Technologies and innovations in the process of succession.
The training material covers the complex aspects of the transfer of controlling stakes or management interests from one owner to another, which can be carried out both within family businesses and between external investors. The material examines in detail the tools this process provides for long-term sustainability and business development, emphasizing that successful succession requires careful planning and consideration of both financial and non-financial aspects, including maintaining family values and company culture. The material includes an analysis of the processes of ownership succession among external investors, where the focus is on strategies for increasing capitalization, innovation and attracting strategic resources. Particular attention is paid to legal support, change management and minimizing potential resistance from staff. The course examines international practices and approaches, especially in the context of globalization, that influence processes of ownership succession, emphasizing the need to adapt to changing market conditions and technological progress. The training material provides in-depth analysis and comprehensive understanding of ownership succession as a critical element of modern corporate governance. It covers the practical aspects of implementing owner succession strategies, including developing clear succession plans that include the development of potential leaders and ensure the smooth functioning of the company during periods of transition. Issues of risk management, assessment and minimization of potential problems are discussed, which is key to maintaining operational stability and achieving strategic business goals. The course emphasizes the importance of establishing a transparent reporting system and effective communication with both internal and external stakeholders to help reduce uncertainty and maintain trust.
TOPIC 13. CORPORATE GOVERNANCE IN THE XXI CENTURY IN QUESTIONS AND ANSWERS
13.1. Use of corporate governance tools in the system “startups - investors (accelerators) to increase the speed of POC (proof of concept) and mutually beneficial M&A (Mergers & Acquisitions)”;
13.2. Limits of influence of corporate governance;
13.3. Board of Directors, Supervisory Board or Advisory and Expert Council – what to choose?
13.4. “Turquoise” organizations - pros, cons and problems in implementing liberally attractive ideas;
13.5. How to understand whether to use a “scientific” basis for making corporate decisions?
13.6. Corporate governance in times of turbulence;
13.7. Fundamentals of digital corporate governance.
The training material presents an integrated approach to managing modern organizations. The focus is on leveraging emerging technologies such as artificial intelligence, big data and blockchain, which are revolutionizing corporate governance by facilitating the collection and analysis of data to inform management decisions. Examines the impact of globalization, which increases the complexity of governance in a multinational context, and emphasizes the importance of sustainable development and social responsibility. Issues of transparency and accountability are highlighted, which are critical to trust and attracting investment. Special attention is paid to the role of the board of directors and the importance of stakeholder engagement to improve reputation and build trust. Ethical aspects of management and changes in legislation are also key elements of the course, emphasizing the need to adapt to an ever-changing regulatory and technological environment. Risk management and risk mitigation strategies are considered an integral part of modern corporate governance, which ensures sustainability and stability for organizations. The material examines in detail the issues of integration of international practices, new challenges and solutions related to cybersecurity and change management, emphasizing the need to adapt to rapidly changing technological and market conditions. The educational material offers an integrated approach to the study of corporate governance, combining theoretical knowledge with practical examples and case studies, stimulates critical thinking and an analytical approach to solving complex management problems in the context of globalization.
CORPORATE GOVERNANCE OF THE XXI CENTURY. THE 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
• Owners of companies and organizations, investors, business co-owners, top managers working directly with owners;
• Family members of entrepreneurs, potential successors;
• Business owners who combine the functions of business ownership with the functions of its management (general directors, managing partners);
• Directors, Interim corporate managers (members of boards of directors, supervisory and trustee boards) and line management;
• Consultants in the field of corporate governance.
• Heads of departments of organizations responsible for the development of corporate areas of digital business and digital transformation;
• Heads of departments for the development of digital corporate strategies;
• Owners and directors of small, medium and large businesses integrated into the digital economies of the world;
• Heads of departments of public administration organizations and non-profit organizations (Boards of Directors).
ADMISSION TO THE PROGRAM AND DURATION OF TRAINING
Start of training: monthly from the 1st day of the month;
The duration of the program is 15 months.
GRADUATION DOCUMENTATION
• Diploma from Singapore Academy of Corporate Management DBA Corporate Governance;
• Academy Qualification Certificate for one of the levels: Professional / Expert / Master / Specialist (based on the results of passed qualification tests);
• British Business Academy Research & Teaching International DBA Corporate Governance Diploma ( by programme franchises and mutual confessions diplomas);
• Qualifying European Economic Committee Corporate Governance Certificate EU-NQF standard;
• DBA Diploma and Qualification Certificate of Corporate Governance from the International Research Institute for Advanced Systems (under the program of mutual recognition of diplomas);
• International-standard Chief Executive Officer Qualification Certificate for advanced training in the “Organization Management” competency from the Singapore Academy of Corporate Management.
IN THE TRAINING PROGRAMME
• Access to course materials in English in digital format through your personal account;
• Consultations of two personal tutors throughout the entire training period;
• Access to the academy's electronic library;
• Access to qualifying tests;
• Access to the academy’s video channel with recordings of lectures and seminars;
• Opportunity to participate in business games.
TUITION COSTS AND AVAILABLE GRANTS
Full tuition fee: GBP 32,500.00
Available grants:
22500.00 GBP European Economic Committee (for individuals);
Grant tuition fee:
10000.00 GBP / European Union Grant (for individuals of the Russian Federation);
RECRUITMENT AND CONSULTATION DEPARTMENT
Recruitment department in the Russian Federation / Consultations, Registration for interviews with Tutors:
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.
Pre-registration of doctoral students and submission of documents from April 20, 2024 by
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