Master 2019/2020

Corporate Governance in International Companies

Type: Elective course (Master of International Business)

Area of studies: Management

Delivered by: Магистерская программа "Международный бизнес", направление подготовки "Менеджмент"

Where: Faculty of World Economy and International Affairs

When: 1 year, 4 module

Mode of studies: distance learning

Instructors: Oksana Soboleva

Master’s programme: International Business

Language: English

ECTS credits: 4

Contact hours: 40

Course Syllabus

Abstract

The Course begins by examining the whole area of governance within organizations in the broad context. The Course covers the role and responsibilities of directors and organizational officers and officers of accounting and auditing as support and control functions. The Course than explores internal review, control, and feedback to implement and support effective governance, including compliance issues related to decision-making and decision-support functions. The Course also examines the whole area of identifying, assessing, and controlling risk as a key aspect of responsible management. The Course is based on lectures, seminars, case studies and self-study.

Learning Objectives

• develop knowledge, skills and expertise relating to governance, internal control, compliance and management of risk within an organization in the context of an overall ethical framework. Students are expected to define governance and explain its function in the effective management and control of organizations and resources for which they are accountable. Special attention is devoted to the conceptual bases of corporate governance, internal controls and risk management, the role of Director and the Board within an international company.

Expected Learning Outcomes

• know director's duties and define different types of directors
• know the role and tasks of BOD
• know the conceptual bases of corporate governance, internal controls and risk management
• understand the importance of internal control and risk management in corporate governance

Course Contents

• Corporate governance. The scope of governance, agency relationships and theories
  The scope of governance. Agency relationships and theories. The board of directors. Board committees. Directors’ remuneration. Different approaches to corporate governance. Corporate governance and corporate social responsibility. Governance: reporting and disclosure. Public sector governance.
• Director’s role
  Directors’ duties. The different types of directors. Different roles: chairman, managing director, executive and non-executive director. The role of the company secretary. Selection and appointment of directors.
• The Board and its committees. Board structure, operations and practices
  Role and tasks of the board. Best practice principles. Delegation to management. Matters reserved for the board. Board structure, composition and skills. Board committees. Board policies. The complexity of the board’s task and board dilemmas. Board dysfunction. Board evaluation – the board, its committees and individual directors.
• The company’s legal and regulatory environment
  Main legal forms in major jurisdictions. Features of a company. The legal position of stakeholders. Disclosure of information and reporting requirements. European directives. Legal and regulatory environment. Dispute resolution via litigation, arbitration or alternative dispute resolution.
• Internal control and review: management control systems
• Internal control and review: internal audit and its role in the corporate governance
  Relationship between internal control, internal audit and risk management. The importance of internal control and risk management in corporate governance. The objectives of internal control systems and how they can help prevent fraud and error. The corporate governance and executive management roles in risk management.
• Risk management process. Introduction
• Identification, assessment and measurement of risk
• Controlling risk

Assessment Elements

• Home assignment
• Class participation
• Intermediate test
• Final exam

Interim Assessment

• Interim assessment (4 module)
  0.04 * Class participation + 0.6 * Final exam + 0.16 * Home assignment + 0.2 * Intermediate test

Bibliography

Recommended Core Bibliography

• Dunne, P. (2005). Running Board Meetings : How to Get the Most From Them (Vol. 3rd ed). London: Kogan Page. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=137385
• Harper, J. (2007). Chairing the Board : A Practical Guide to Activities & Responsibilities (Vol. rev. ed). London: Kogan Page. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=189237

Recommended Additional Bibliography

• Corporate Risk Management Merna, Tony; Al-Thani, Faisal F.;and more John Wiley & Sons, Incorporated 2008 ISBN: ISBN number:9780470518335, ISBN number:9780470759004
• The Handbook of Board Governance : A Comprehensive Guide for Public, Private and Not for Profit Board Members Leblanc, Richard; Fraser, John John Wiley & Sons, Incorporated 2016 ISBN: ISBN number:9781119245445, ISBN number:9781118895375