2320 - Corporate Governance
Subject(s) Master Programs
Instructors:Univ.Prof. Seppo Ikäheimo, Ph.D.
Type:PI
Weekly hours:2
Members (max.):25
Registration period:09/07/10 to 09/20/10
Note:Die Lehrveranstaltung wird nur im WS angeboten.
Class objective(s) (learning outcomes)
After attending this course, you will be able to:

• emphasize the role which good governance has in the corporate success
• understand the relationship between the company management, board of directors and shareholders and the reasons for the variety in corporate governance practices both within one country and between countries
• discuss corporate governance and its theoretical bases, including the Board of Directors, Investor Relations, Executive Compensation, Corporate Governance recommendations, Auditing and Internal Control, Shareholder Activism and the influence of Corporate Governance on performance
• understand the importance of these institutions and the logic how they work.

The course will also contribute your ability to:

• work independently writing analytical essays based on given material and apply it empirically.
• work effectively in a team in order to contribute appropriately to the production of a group output, report and presentation.
• participate in group and one-to-one discussion.

You will have a capability to write a short research report based on research papers and empirical material.

Prerequisites according to degree program
• Fulfillment of §7 of the curriculum of the Master’s Program in Finance and Accounting
Teaching and learning method(s)
Each lecture, except the first, will have the following structure:

• interactive lecturing including short one-to-one discussions or group discussions. We also use mini-cases for teaching during the course.
• Individual company analysis, diary, and group work: Each student selects (one publicly quoted) company for detailed analysis. During lectures we will use students’ companies as illustrative cases on the discussed topic. For each lecture, students write a personal report (diary) based on the prereadings. The report should not be only a repetition of required readings. It should also include your own understanding and combining your case company evidence. The reports should be 3-4 pages long and they should be returned in paper format to Seppo during the lecture. The maximum points per diary will be five (assuming maximum points of 100). Student will gain extra points with active and constructive participation during the lecture. The lectures are partly based on these readings. The total maximum points will be 25.

For each student the course contains one group work. In the teams of four persons you will make a paper on corporate governance of companies which students within your group have selected. The companies are compared and analyzed from the perspectives discussed during the lectures. The group will make a paper of about 30 pages.

The course has following elements in its delivery:

You are supposed to make a diary for each lecture based on the pre-readings for the first two lectures and thereafter also based on your case company. The first two lectures are mainly based on the teacher-based lecturing and discussion. Thereafter, each lecture has following structure: Introductory discussion on the topic and in-depth group presentations by students.

In case of restricted admission; selection criteria
• Basic knowledge in finance
• Basic knowledge in accounting
Criteria for successful completion
Maxiumum: 100 points

- max 50 points        final written exam
- max 25 points        diaries and class participation
- max 25 points        group presentation and report

There will be one additional opportunity to take the final exam.

Exam

The maximum points of the exam will be 50. There will be six questions and students may answer to five of them. If six are answered, best answer will be eliminated in grading.

The exam covers all the reading material, lecturing material, student presentations and student reports.

Diaries and class participation

Diaries should not be only a repetition of required readings. It should also include your own understanding and combining your case company evidence. The reports should be 3-5 pages long and they should be returned in paper format to Seppo at the beginning of the lecture. The maximum points per diary will be five. Student will gain extra points with active constructive participation during the lecture. The total maximum points of learning diaries and active participation will be 25.

When you prepare the learning diaries, you should consider following perspectives:

- What were the main issues in the given pre-material?
- How does your case company look like from the perspective of given material?
- How does this relate to your earlier knowledge?
- Did some issues remain unclear? What would you like to know more about?
- Do you disagree on something? Why?

In addition, present two (2) questions, which you would like us to address during the lecture.

They are graded into six categories:

5 points     Exceptional
4 points    Very good
3        Good
2        Fair
1        Sufficient
0        Poor

You should use Times New Roman with 1,5 line spacing.

Group presentation and report

The class will be divided into 8 groups. Each group is responsible in preparing a presentation and report in a predefined topic and material. The total time for presentation is 45 minutes. The maximum time for presentation is 30 minutes and the rest of the time is devoted to discussion. The presentation should not be only a representation of each article separately. Make a synthesis of articles and generate perspectives and ideas!

The presentation should show interesting features of the topic from the theoretical and empirical perspective and provoke discussion on the topic. Alternatively, each group has an opportunity to give a presentation in an interactive manner. Clear Power Point slides are highly appreciated. Use clear English and be properly prepared for the presentation! The power point presentation should be delivered during the day of presentation. The maximum points of the presentation will be 12,5.

The group will prepare a report of 20-25 pages. Make a proper report on the topic. The report and the presentation should be sent to Seppo and class participants during the next day after your presentation. The maximum points of the report will be 12,5. In the group report, the quality of content, the logic of structure and the clarity of argumentation are respected. The content means both to academic and practical relevance of content. The logic of structure refers to the flow of storyline, and clarity of argumentation stands for the understandability of presented statements.

In the base case, all members in the group will get same points. In order to give fair points for each group member, also other methods are possible.

In the report, use Times New Roman, and 1,5 line spacing.

The presentation and reports are graded with the scale:

25 points    Exceptional
20         Very Good
15         Sufficient
10         Poor
5         Really poor

Availability of instructor(s) for contact by students
Ikäheimo Seppo [mailto:Seppo.Ikaheimo@hse.fi]
Miscellaneous
Course Readings

• Marten, Quick, Ruhnke: Wirtschaftsprüfung, 2. Auflage, Stuttgart 2003
• Wirtschaftsprüfer-Handbuch, Band I, 13. Auflage, Düsseldorf 2006 (Abschnitte P, Q, R)
• Fachgutachten der Kammer der Wirtschaftstreuhänder
• Prüfungsstandards des Instituts der Wirtschaftsprüfer
• International Standards on Auditing

Detailed schedule
Day Date Time Room
Monday 09/27/10 01:00 PM - 05:30 PM S4 (H46)
Wednesday 09/29/10 01:00 PM - 05:30 PM S4 (H46)
Friday 10/01/10 10:00 AM - 02:30 PM S4 (H46)
Monday 10/04/10 01:00 PM - 05:30 PM S3 (H46)
Wednesday 10/06/10 01:00 PM - 05:30 PM S3 (H46)
Friday 10/08/10 09:00 AM - 12:00 PM S3 (H46)
Monday 10/18/10 04:00 PM - 06:00 PM H 2.28 (C)
Contents
Unit Contents
1 Lecture 1
Corporate Governance institutions

Pre-readings:
Roe M.J., 2004, The institutions of corporate governance. Harvard Law School, Discussion Paper 488.

2 National differences between countries and trend towards convergence

Pre-readings:
Weimer J. & Pape J.C. (1999) A Taxonomy of Systems of Corporate Governance. Corporate Governance, 7, 152-166.

3 Board of Directors

Pre-readings:
Hermalin B.E. & Weisbach M.S., 2003, Boards of Directors as an Endogeneously Determined Institution: A Survey of the Economic Literature. Economic Policy Review, 9, 7-26.

4 Investor Relations

Pre-readings:
Barker R.G., 1998, The market for information – evidence from finance directors, analysts and fund managers. Accounting and Business Research, 29, 3-20.

5 Executive Compensation

Pre-readings:
Bebchuk L.A. & Fried J.M., 2003, Executive Compensation as an Agency Problem. Journal of Economic Perspectives, 17, 3, 71-92.

6 Auditing and internal control

Pre-readings:
Kim K.A., Nofsinger J.R. & Mohr D.J., 2010, Corporate Governance, International Edition, 3rd Edition, Chapter 3, Accountants and Auditors, 27-41. Pearson, Boston.

Market for corporate control

Pre-readings
Jensen M.C., 1986, Agency costs of free cash flow, corporate finance and takeovers. American Economic Review, 76, 323-329.

7 Final written exam


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