78-663Corporate Governance

Session One

Chris Fredette, PhDProfessor, Management and Strategy

Odette School of BusinessMaster of Management Program

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Today’s Agenda

Today we will be:

• Taking a little time to get to know each other

• Framing the course by offering a first glance at some important ideas needed to manage, lead and govern organizations

• Discussing the administrative details of the course

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Getting to Know Each Other a Little Better• Who am I? Where did I come from?– Professional Experience and Academic Knowledge

• What do you know about your Professors?– Understanding of the professorial occupation– Teaching is important for several reasons

• Why am I here? What am I thinking? – Building Your Knowledge Ahead of Your Needs– Development through Self-Awareness– Shared Experiences and Mutual Learning

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Getting Comfortable with Governance

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• Is this the view of the governed and the governing?

Getting Comfortable with Governance

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Getting Comfortable with Governance

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Getting Comfortable with Governance

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Getting Comfortable with Governance

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Getting Comfortable with Governance

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Getting Comfortable with Governance

What is the nature of each of these systems?

What keeps each running?

What does control look like?

What does organizing or strategy look like here?

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Course Learning ObjectivesBy the end of this course you should be able to:• explain the scope of corporate governance• describe the role corporate governance plays in maintaining

the stability of capital markets• analyze the implications of corporate responsibility and

environmental accountability for governance practice• describe the roles and responsibilities of executive directors,

officers, company secretaries and auditors• analyze the relationship among external reporting

requirements and corporate governance procedures• manage ethical and corporate governance issues and

implement corporate governance procedures

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Our Primary Learning MaterialsBlackBoard will be used to distribute readings, case materials, load course lessons, make announcements, and communicate your course evaluations

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Evaluation and Course Assignments

  Date Weight

Individual Preparation, Leadership, and Contribution Assessed Throughout the Semester 15%

Group Real-Time Micro-Case AnalysisAssess, Interpret, Present, and Dissent(5% per Case Report, 5% for Oral Present and Dissent)

Wednesdays October 7 – November 11 30%

Integrative Group Assignment – Strategic Renewal (10% Report, 10% Peer Evaluation, 10% Presentation)

November 18th with Presentations to Follow 30%

Final ExaminationIndividual Comprehensive Case Analysis

Received not later than 11:59 a.m. December 11th 25%

TOTAL 100%

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Preparation, Leadership, and Contribution

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Five Real-Time Micro-Case Analyses• Our emphasis is for you to correctly diagnose the problem, propose workable solutions,

and to explain and defend your assessments under challenge

1. Problem Identification: Identify the source of the dilemma that the focal group involved in the case must address, guided by a core case question

2. Issue Analysis: Identify and analyze the three most critical issues related to your problem in order to develop an insightful breakthrough (for instance analytic frameworks such as Stakeholder, VRINE, SWOT, PESTLE, and others)

3. Actionable Recommendations: Build a set of actionable strategies, which must be well reasoned, argued and supported with significant evidence

• Groups will be given approximately 45 minutes of class time to prepare– Each group will prepare a 5 slide (plus a first and final titling slide) presentation valued at 5 marks

for each and every case– In each session, two groups will be selected by random draw (without repetition): one will take

the role of the presenting advocates, and the other will take the role of challenging governors– These “hot seat” roles will be evaluated on a 5-point scale and each group will have the

opportunity to present as either an advocate or governor only once

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Integrative Group ProjectFailures in Governance

Important Project Dates:

Selection of Crisis for Analysis Not later than October 5thSubmission of Integrative Group Papers November 18thPresentation of Integrative Group Papers November 23rd - 30th

• Working in groups, you will be asked to identify an organizational crisis, which has been precipitated by a failure in governance

• It is expected that each group will construct an original case study for their governance crisis - cases may not be drawn from a preexisting similar source

Evaluation:

• Integrative Group Project Report - 10%• Integrative Group Project Presentation - 10% • Group-assessed Individual Peer Evaluation - 10%

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Individual Case-based Final ExamImportant Project Dates:

Distribution of Exam Materials December 2ndSubmission of Individual Exam Papers December 11th

• The final examination – weighted at 25% – is based on an open book take-home format in which students will be provided a case-based organizational dilemma and asked to develop a strategic response

• Materials and additional details will be provided during our final class session on December 2nd

• Students will complete and return their exam electronically no later than 11:59 am on Friday, December 11th, 2015

• Given the duration allowed for the take home exam, deferrals will only be considered in exceptional circumstances

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(Lesson)DATE:

(In Class)TOPICS, ASSIGNMENTS & EXAMS:

(Prior to Class)PREPARE:

September 21stSession 1

Introduction and Overview – What is Corporate Governance? What will we be doing?

An open mind and a blank slate

September 23rdSession 2

The Nature and Practice of Corporate Governance –Managing, Leading and Governing

Scally and Crowe (2014)Sonnefeld et al (2013)Starbuck (2014)

September 28th Session 3

Corporate Governance and Boards of Directors – Requirements and Responsibilities

Barton and Wiseman (2015)Business Roundtable (2010) HBR (2015)

September 30thSession 4

Interpretations of Capitalism and Comparative Approaches to Governing

Barton (2011)Gallo (2015)Maximizing Shareholder Value (2002)

October 5thSession 5

Good governance Practice makes for Good Strategic Management

Campbell et al., (2009) Raynor and Ahmed (2013)Wagner and Dittmar (2006)

October 7thSession 6

Case to be Distributed via BLACKBOARD LEARN by October 5th

First Real-Time Micro Case Analysis

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October 19thSession 7

Board and Governance Failures in Contemporary Organizing

Barton and Wiseman (2014)Bhide (1994)Kaufman (2008)

October 21st Session 8

Case to be Distributed via BLACKBOARD LEARN by October 19th

Second Real-Time Micro-Case Analysis

October 26th Session 9 Boards as Centers of Regulation and Control

Luo et al (2013)Montgomery and Kaufman (2003)Pound (1995)

October 28th Session 10

Case to be Distributed via BLACKBOARD LEARN by October 26th

Third Real-Time Micro-Case Analysis

November 2ndSession 11

Boards as Centers of Strategic Connection, Partnering and Direction

Fox and Lorsch (2012)Nadler (2004)

November 4thSession 12

Case to be Distributed via BLACKBOARD LEARN by November 2nd

Fourth Real-Time Micro-Case Analysis

November 9th Session 13 Boards as Centers of Team and Social Dynamics Parsons and Feigen (2014)

Pozen (2010)

November 11th Session 14

Case to be Distributed via BLACKBOARD LEARN by November 9th

Fifth Real-Time Micro-Case Analysis

November 16th Session 15

Boards as Centers of Stakeholder Inclusion and Debate – The 30% Initiative

Groysberg and Bell (2013)Pentland (2013)Thomas (2004)

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November 18thSession 16

Contemporary Themes in Governance: Overseeing, Leading, Reinventing Organizations

Dayton (1984)Lorsch and Clark (2008)Starbuck (2014)Integrative Group Project Due

November 23rd Session 17

Student-Led Strategic Renewal Presentations and Discussion

Integrative Group Project Presentations

November 25th Session 18

Student-Led Strategic Renewal Presentations and Discussion

Integrative Group Project Presentations

November 30th Session 19

Student-Led Strategic Renewal Presentations and Discussion

Integrative Group Project Presentations

December 2ndSession 20

Course Wrap-Up, Student Evaluation of Teaching Distribution of Final Case Exam Materials

Integrative Group Project Presentations Distribution and discussion of Individual Take Home Case for Analysis

Final Examination

Submitted Electronically no later than 11:59 a.m., Friday, December 11th, 2015

Collection of Individual Take Home Comprehensive Case Analysis

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Class meetings: Monday and Wednesday in Odette B02

Professor: Chris Fredette - fredette@uwindsor.ca

Office hours: Monday and Wednesday - 10:00 am - noon and by appointment as required

Office: Room 449 OB

Program Contacts:

CEPE – Student Experience OB 312cepe@uwindsor.ca 

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Motivations and ExpectationsWhy are you here?

• What is it that you want to know about organizations?

• What would you like to learn this semester? Do you have a special interest in an organization, industry or sector?

What do you hope for?

• In an ideal world what would our next 36 hours together look like? What skills or insights would you like to build?

• Beyond the course, what are hoping to learn from your time at Odette? What can I do to bring your hopes to life?

78-663Corporate Governance

Session One

Chris Fredette, PhDProfessor, Management and Strategy

Odette School of BusinessMaster of Management Program