Corporate Governance

2024/2025

Учебный год

ENG

Обучение ведется на английском языке

3

Кредиты

Кто читает:

Школа финансов

Статус:

Курс по выбору

Когда читается:

1-й курс, 3 модуль

Преподаватели

Подухович Дмитрий Сергеевич

Попов Константин Александрович

Course Syllabus

Abstract

The course on corporate governance provides a comprehensive overview of key concepts and practices in the field. Students will delve into the fundamentals, beginning with an introduction to governance and the agency problem. More recent theories, such as stakeholder theory, upper echelons theory, stewardship theory and resource-based view will be considered. A brief overview of the historical development of corporate governance crises, tracing them from the Great Depression to the challenges faced in the 2020s, will be given. Student of the course will learn about the roles of governing bodies, including Board of directors (supervisory Board), Chief executive officer (CEO) and top-management team (executive Board) in corporate performance, sustainability and transparency. A special attention will be paid to the modern requirements for effective governance, including the role of supervisory Board in corporate ESG (Environmental, Social, and Governance) transformation. The course concludes with an analysis of corporate governance through the lens of corporate financial performance, ESG transformation and transparency.Each lecture contains a theoretical descriptions and an overview of results of recent empirical papers considering the impact of different corporate governance characteristics on corporate performance, ESG transformation and transparency. Seminar classes will be devoted to analysis of practical cases together with the students, focusing on relevant corporate governance issues for BRICS countries. By the end of this course, the students will have a solid understanding of corporate governance principles and applied knowledge allowing them to conduct a comprehensive analysis of corporate governance in emerging markets. Additionally, the students will gain a comprehensive view of current trends in academic literature devoted to corporate governance, including relevant research questions and techniques. The level of the course suggests that the student has the basic knowledge of economics (microeconomics, macroeconomics), enterprise (management / corporate law or alike), corporate finance and statistics before joining the course. Absence of this knowledge is not a limiting point, but will increase the number of hours for learning the course.

Learning Objectives

• Forming a comprehensive understanding of corporate governance in defferent contexts and time-frames with particular description of the components of corporate governance structure
• Developing the ability of the students to critically evaluate the level of corporate governance in companies and prospects for further improvements
• Forming student’s ability to conduct analytical and academic studies devoted to the effects of corporate governance quality on corporate financial performance, ESG transformation and transparency

Expected Learning Outcomes

• The student is able to identify key elements of corporate governance, describe board characteristics, distinguish between the contexts of private and public companies, recognizing differences in corporate governance across different countries and identifying best practices.
• The student is capable of describing the changes in the definition of corporate governance and its relevance over the past decades.
• The student can evaluate the level of corporate governance in a company using international standards, as well as assess the presence of sustainable corporate governance elements.
• The student is capable of making predictions regarding the development of corporate governance in Russia and formulating hypotheses for further research.
• The student is able to identify key elements of corporate governance structure, describe characteristics of governing bodies (Board of directors, CEO, executive Board), distinguish between the contexts of private and public companies, recognizing differences in corporate governance across different countries and identifying best practices
• The student is capable of describing the changes in corporate governance principles and characteristics in recent decades
• The student is able to identify country-specific features of corporate governance in different markets
• The student is able to conduct a comprehensive analysis of corporate governance quality using international standards and recent findings of academic and analytical papers, and predict the impact of corporate governance characteristics on corporate financial performance
• The student is able to conduct a comprehensive analysis of corporate governance quality using international standards and recent findings of academic and analytical papers, and predict the impact of corporate governance characteristics on corporate ESG transformation
• The student is able to assess the presence of sustainable corporate governance elements
• The student is capable of conducting an academic research devoted to the impact of corporate governance characteristics on corporate financial performance and ESG transformation, formulating hypotheses, choosing an appropriate methodology and interpreting empirical findings

Course Contents

• Theoretical Framework of Corporate Governance
• Corporate Governance Standards and Practices
• Corporate Governance Effects on Corporate Financial Performance
• Corporate Governance Effects on Corporate ESG Transformation and Transparency
• Corporate Governance in the Context of Modern Challenges

Assessment Elements

• Task 1. Corporate governance overview: a case study
  The group of 3-4 students selects a sample of public non-financial companies (from 5 to 7) from a single country and from 2 or 3 industries. For these companies they analyze annual reports (or ESG reports, integrated reports) in order to determine corporate governance characteristics, to find country-specific and industry-specific features of corporate governance. Final material: a presentation prepared by the group of students
• Task 2. Corporate governance research overview
  The group of 3-4 students (same from the Task 1) selects a sample of empirical papers (from 10 to 15) devoted to the effects of Board, CEO and top-managers team characteristics on corporate financial performance (not less than 5 papers) and ESG transformation (not less than 5 papers). The selected studies should be conducted for the same country (or international sample including the selected country). For these papers the students conduct a complex analysis: research questions, hypotheses, data and sample, research results (including interpretation). In their presentation the students should present an overview of these parameters, and research lacunas detected in these papers. Final material: a presentation prepared by the group of students
• Participation
  Participation in discussions at least at two seminars with well-argumented position (prepared in advance)
• Exam task
  The group of 3-4 students selects a sample of public non-financial companies (20-25) from a single country and from 3-5 industries. For these companies they analyze annual reports (or ESG reports, integrated reports) in order to determine corporate governance characteristics, to find country-specific and industry-specific features of corporate governance. Final materials: analytical paper (MS Word file, at least 20 000 characters with spaces); presentation

Interim Assessment

• 2024/2025 3rd module
  0.4 * Exam task + 0.2 * Participation + 0.2 * Task 1. Corporate governance overview: a case study + 0.2 * Task 2. Corporate governance research overview

Bibliography

Recommended Core Bibliography

• Andrea CardoniEvgeniia Kiseleva (2023) Sustainable Governance : Concept, Metrics and Contexts 9783031374913,9783031374920
• International Corporate Governance John, Kose; Makhija, Anil K.;and more Emerald Publishing Limited 2015 ISBN: ISBN number:9781785603556, ISBN number:9781785603549 SERIES: Advances in Financial Economics Ser.
• Shleifer, A., & Vishny, R. W. (1997). A Survey of Corporate Governance. https://doi.org/10.1111/j.1540-6261.1997.tb04820.x
• Sustainable governance : concept, metrics and contexts, Cardoni, A., 2023

Authors

• KISELEVA EVGENIYA VLADIMIROVNA
• POPOV KONSTANTIN ALEKSANDROVICH