Corporate Governance and Compliance

2020/2021

Academic Year

ENG

Instruction in English

5

ECTS credits

Delivered at:

Практико-ориентированные магистерские программы факультета экономических наук

Course type:

Elective course

When:

2 year, 3 module

Course Syllabus

Abstract

This course examines key areas of corporate governance and compliance, such as shareholders’ role and responsibilities, board’s performance, corporate transparency and disclosure, ESG risks mitigation, investor relations and compliance system organization. During this course students will also be able to practice knowledge in case studies.

Learning Objectives

• Developing the core competences in corporate governance and compliance

Expected Learning Outcomes

• Understanding the essential differences between ownership, direction and management
• Recognizing different models of corporate governance (Anglo-Saxon, German and Japanese, specifics of corporate governance model in Russia)
• Systemizing and understand interrelation between key elements of corporate governance and compliance systems
• Gaining an in-depth view of the key duties, roles and legal responsibilities of the modern board of directors
• Identifying and interpret key ESG (Environment, Social, Governance) risks

Course Contents

• Corporate governance system
  Definition, principles, key elements, models (Anglo-Saxon, German and Japanese, specifics of corporate governance model in Russia), modern trends in corporate governance, shareholders’ concerns
• Corporate governance regulation
  Key trends in corporate governance regulation, comply or explain principle, requirements for public and non-public companies
• Board of directors and its committees
  Board of directors’ role, composition, independence criteria, responsibilities, interaction with executives, board’s performance evaluation
• The shareholders vs. stakeholders debate
  Key stakeholders groups, stakeholders map, shareholder vs. stakeholder value approach
• ESG governance
  Definition of ESG, responsible investing trends, ESG risks mitigation and reporting, ESG ratings and indices
• Corporate compliance system organization
  Definition of compliance, a compliance management system, compliance officer role and responsibilities, compliance reporting lines

Assessment Elements

• Continuous assessment
  Elements of the control exceeding 30% out of the total grade can be retaken according to the rules of NRU HSE. Both cumulative and final exam marks are rounded to an integer number (0-10) according to general mathematical rules. Rounding of cumulative mark is applied only in the end of the course. Components of the cumulative mark are not rounded. None of the components of the mark is blocking.
• Final exam
  Elements of the control exceeding 30% out of the total grade can be retaken according to the rules of NRU HSE. Both cumulative and final exam marks are rounded to an integer number (0-10) according to general mathematical rules. Rounding of cumulative mark is applied only in the end of the course. Components of the cumulative mark are not rounded. None of the components of the mark is blocking.
• Individual and group homework assignments, tests on key vocabulary
  Elements of the control exceeding 30% out of the total grade can be retaken according to the rules of NRU HSE. Both cumulative and final exam marks are rounded to an integer number (0-10) according to general mathematical rules. Rounding of cumulative mark is applied only in the end of the course. Components of the cumulative mark are not rounded. None of the components of the mark is blocking.

Interim Assessment

• Interim assessment (3 module)
  0.36 * Continuous assessment + 0.4 * Final exam + 0.24 * Individual and group homework assignments, tests on key vocabulary

Bibliography

Recommended Core Bibliography

• Boards, governance and value creation : the human side of corporate governance, Huse, M., 2007
• Conflict of interest in global, public and corporate governance, , 2013
• Stakeholder theory : impact and prospects, , 2011

Recommended Additional Bibliography

• Beyond GDP : measuring welfare and assessing sustainability, Fleurbaey, M., 2013
• Constructing green : the social structures of sustainability, , 2013