必修

Corporate governance and business ethics have become important issues in modern business society. This course will broadly discuss the processes, customs, policies, legal arrangements, institutions, and mechanisms affecting the way a corporation is directed and controlled. The three most significant players in the corporate process: shareholders, employees (especially the senior managers) and board directors will be the focuses of discussion. On each of the three focuses, major corporate governance issues, analysis and solutions will be addressed and followed by a case study.

Corporate governance and business ethics have become important issues in modern business society. This course will broadly discuss the processes, customs, policies, legal arrangements, institutions, and mechanisms affecting the way a corporation is directed and controlled. The three most significant players in the corporate process: shareholders, employees (especially the senior managers) and board directors will be the focuses of discussion. On each of the three focuses, major corporate governance issues, analysis and solutions will be addressed and followed by a case study.

1 : Introduction: Opening case discussion
2 : Separation of Ownership and Control: Major governance and ethics issues
3 : Internal Governance Management : CEO & high-rank managers
4 : Executive compensation
5 : Case Study (I): Gerstner’s Pay Package at IBM
6 : Internal Governance: Boards of Directors: Board Composition and Operations
7 : Board-Management Relationship
8 : Board Structure, Ownership and Control
9 : Case Study (II): Sears, Roebuck & Co.
10 : External Governance: Proxy Contests and Markets
11 : CPA firms & auditors
12 : Case Study (III): Arthur Anderson
13 : Stakeholders and Shareholders
14 : Block holders and Institutional Shareholders
15 : The governance of Family firms
16 : Comprehensive Case Study：Governess Problem, Analysis, and Solutions
17 : Conclusion Remark
18 : Final Exam