Corporate Governance and Accounting Sample Syllabus

Course Pre-requisites, Co-requisites, and/or Other Restrictions:

The course is designed for MBA/MS students who have completed the following pre-requisites:

Course Description:

Corporate Governance is the structured system of policies and processes established and maintained by a board of directors and senior management to oversee an organization’s strategic direction, on-going operations, together with other significant areas such as risk management, financing, succession planning, and compensation -- all of which collectively drive performance. The system exists to ensure proper accountability, probity, and openness in the conduct of an organization’s business for the long-term benefit of its shareholders/stakeholders. As such, Corporate Governance focuses on effectuating sound relationships among a company’s board of directors, top management, lenders/investors (particularly institutional investors), government, regulators, and various other stakeholders. In essence, Corporate Governance “…is concerned with holding the balance between economic and social goals and between individual and communal goals. The Corporate Governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. The aim is to align as nearly as possible the interests of individuals, corporations and society" (Sir Adrian Cadbury in ‘Global Corporate Governance Forum,’ World Bank, 2000). Corporate Governance encompasses such matters as:

1. Board size, structure, membership, member nomination, election and tenure
2. Committee structure and the nature, composition, and duties of the individual committees
3. Rights, responsibilities and relationship of directors, management and shareholders
4. Policies/procedures relating to accounting, auditing, executive compensation, and financial reporting

Student Principal Learning Objective/Outcome:

The principal learning objective is developing a keen awareness of what undesirable consequences weak Corporate Governance practices can cause. The major outcome is identifying and mitigating weak practices by incorporating appropriate sound practices. To achieve the stated objective/outcome, this course develops two themes. First, it addresses the relationships and responsibilities of and among directors, senior management, institutional investors, and other stakeholders such as attorneys, auditors (external and internal), suppliers, customers, employees, financial analysts, all levels of government, regulators, society as a whole, etc. Emphasis is on the historical development of Corporate Governance especially in response to significant events affecting the integrity of capital markets and resulting in new legislation and/or regulatory requirements. The second theme features very knowledgeable guest lecturers who are experienced Corporate Governance practitioners. Their lectures will provide insights into contemporary Corporate Governance issues.