Corporate Goverance, Executive Compsenation and the Board

Catalog description

This course examines the relationships between corporate managers, the boards of directors charged with overseeing them, and investors. We'll review the responsibilities of the board, including financial statement approval, CEO performance assessment, executive compensation, and succession planning. While boards are legally bound to represent the interests of equity investors, in the course of carrying out this role they are often called on to respond to the needs of numerous other stakeholders, including customers, employees, government and society at large. With global brands at risk and mistakes instantly transmitted via Internet and social media, the reputational stakes are very high. The course is a combination of lecture, guest lecture, discussion, case analysis, and in-class research workshops. We will review some of the theory underlying modern governance practice, drawing from theories and evidence provided by research across diverse fields, including finance, sociology, and organization and management theory. We'll study specific situations where boards and management teams faced governance challenges, and assess the strategies used to deal with them. Finally, we'll examine the ways in which governance arrangements and external stakeholder involvement in governance affects corporate social behavior and global citizenship.