College of Business Administration

02 February 2000	FIRST WEEK OF CLASSES Topic: Syllabus, Schedule, and Assignments Definition of Corporate Governance
09 February 2000	COURSE OVERVIEW Topic(s): Government vs Governance Readings: - Pawns and Potenates, Chapter 1 - Ending the Wall Street Walk: Why Corporate Governance Now - Power and Accountability, Chapter 4--Ambrose Bierce: "A Man is Known by the Company He Organizes" - Barker, Sir Ernest. Social Contract: Essays by Locke, Hume, and Rousseau. Oxford University Press (1953) [pp 22-43] - Beavers, John P. Boards are Not a "Check and Balance" of Senior Management (Directorship, November 1999, vol. XXV, no. 10) - Allen, William T. Free Markets Focus on Corporate Governance (Directorship, January 1999, vol. XXV, no. 1) - Allen, William T. Private Office and Public Duties--I & II (Directorship, November & December 1998, vol. XXIV, nos. 10 & 11) - For a good overview of the technical side of Corporate Governance, visit Free Complete Toolkit for Boards DISCUSSION QUESTIONS
16 February 2000 Guest Speaker: Jerry Newmin, CDF	Topic(s): The Social Contract between Business and Society: Implications for Corporate Directors Readings: - Reinventing Your Board (Carver), Chapter 1 - Power and Accountability, Chapter 1--Shareholders and Stakeholders - Pawns and Potenates, Chapter 3 - Rachels, Chapter 12 - Shaw/Barry Chapters 4 & 5 - `The Social Responsibility of Business is to Increase its Profits' - 'Are Corporations Inherently Wicked?' (course handout) - 'The Capitalist Threat' - Yank, Linda Tsao. Corporate Governance is Central to Financial Stability and Economic Development (Directorship, October 1998, vol. XXIV, no. 9) - Organisation for Economic Co-operation and Development (OECD) Principles of Corporate Governance DISCUSSION QUESTIONS WRITING ASSIGNMENT 1 DUE
23 February 2000	CORPORATE DIRECTORS FORUM DIRECTOR OF THE YEAR AWARDS
01 March 2000	Topic(s): Legal Structure of Boards Directors and Officers Liability Insurance Nominating/Audit/Compensation Committees Readings: - Corporate Governance: Responsibilities, Risks, and Remuneration (Keasey & Wright), Chapter 3 - Power and Accountability, Chapter 3--The Director's New Clothes - Responsibilities of Corporate Officers and Directors Under Federal Securities Law (CCH Inc.) DISCUSSION QUESTIONS CONTRACTS DUE WRITING ASSIGNMENT 2 DUE
08 March 2000	Topic(s): Managing Relationships with Stakeholders Institutional Investors Readings: - Corporate Governance: Responsibilities, Risks, and Remuneration (Keasey & Wright), Chapter 1 - Power and Accountability, Chapter 6--Slumbering Giants: The Institutional Investors - Blondeau, Jacques. How Brave is America's New World of Corporate Governance? (Directorship, June 1999, vol. XXV, no. 6) - Bible, Geoffrey C. The Corporation and Society: Upping the Charitable Ante (Directorship, March 1999, vol. XXV, no. 3) - Koppes, Richard H. Corporate Governance in the New Millennium: Concentrated Ownership Swells Activist Influence (Directorship, February 1999, vol. XXV, no. 2) - Fleming, Rowland W. Shareholder vs. Stakeholder Value: A View from Toronto (Directorship, September 1998, vol. XXIV, no. 8) - McKersie, Robert B. Union-Nominated Directors: A New Voice in Corporate Governance (Sloan School of Management, Massachusetts Institute of Technology, Task Force Working Paper #WP08) Case: Occidental Petroleum and the Columbian Indians (Steven Staker, facilitator) DISCUSSION QUESTIONS
15 March 2000 Guest Speaker: Alex DeNoble, EMC	Topic(s): Strategic Planning Creating Shareholder Value Shareholder Activism and the Board Readings: - Reinventing Your Board (Carver), Chapter 7 - Corporate Governance: Responsibilities, Risks, and Remuneration (Keasey & Wright), Chapter 1 - Charan, Ram. The Disruptive Board: Symptoms and Solutions (Directorship, May 1999, vol. XXV, no. 5) - Andrews, William F. Disruptive Directors? Directorship Advisory Board Members Respond to Ram Charan's Article (Directorship, July/August 1999, vol. XXV, no. 7) - Levitt, Arthur Jr. Effective Corporate Governance and the Shareholder Interest (Directorship, July/August 1999, vol. XXV, no. 7) - Koppes, Richard S. Corporate Governance in the New Millennium: Let Your Shareholders See Guidelines (Directorship, March 1999, vol. XXV, no. 3) - Elson, Charles (interviewee). Does Good Governance Create Better Corporate Performance? (Directorship, January 1999, vol. XXV, no. 1) - Cohen, Arthur S. A Focus on Business Practices: Should the Board be Involved? (Directorship, January 1999, vol. XXV, no. 1) DISCUSSION QUESTIONS WRITING ASSIGNMENT 3 DUE
22 March 2000	Topic(s): Board Composition and Compensation Mike Bardan, facilitator Readings: - Lublin, Joann S. The Shoeless Future of Corporate Governance (Directorship, October 1999, vol. XXV, no. 9) - Meyer, Pearl. The Changing Landscape of Board Remuneration (Directorship, July/August & September 1999, vol. XXV, nos. 7-8) - Lochner, Philip R., Jr. Choosing Directors--The Wrong Game Plan (Directorship, April 1999, vol. XXV, no. 4) - Elson, Charles (interviewee). Interview with Charles Elson: A Director-Professor Speaks Out--I & II (Directorship, November & December 1998, vol. XXIV, nos. 10-11) - Daily, Catherine M. & Dalton, Dan R. Does Board Composition Affect Corporate Performance? No! (Directorship, July/August 1998, vol. XXIV, no. 7) - Board Practices 1999: The Structure and Compensation of Boards of Directors at S&P Super 1,500 Companies (Investor Responsibility Research Center) - Goldberg, Ray A. Smithfield Foods, Inc. Reorganizes Board of Directors and INcreases Stock Repurchase Authorization (PR Newswire) DISCUSSION QUESTIONS
29 March 2000	Topic(s): Director and Board Evaluation Readings: - Neubauer, Fred. Interested in a Board Seat, Are You? (Directorship, November 1999, vol. XXV, no. 10) - Koppes, Richard H. Corporate Governance in the New Millennium: More Work and Evaluation (Directorship, April 1999, vol. XXV, no. 4) - Roman, Kenneth. How Boards Work: the Compaq Computer Story (Directorship, October 1998, vol. XXIV, no. 9) [see Compaq site on corporate governance] - see also Board of Directors: Self-Evaluation - see also Form to Evaluate a Nonprofit Board of Directors, with accompanying Checklist - see also Basic Guidelines and Sample Agenda for Board Training Session DISCUSSION QUESTIONS WRITING ASSIGNMENT 4 DUE
05 April 2000	Topic(s): Top Executive Selection, Evaluation, Compensation, and Succession Steven Staker, facilitator Readings: - Reinventing Your Board (Carver), Chapters 4-6 - Corporate Governance: Responsibilities, Risks, and Remuneration (Keasey & Wright), Chapter 2 - see also Guidelines for Board of Directors: Evaluation of Chief Executive, with accompanying Sample Form DISCUSSION QUESTIONS
12 April 2000 Guest Speaker: Ken Olson	Topic(s): Elements of Effective Board Meetings Readings: - Sample Meeting Agenda - Sample Meeting Minutes - Sample Board Attendance Policy - Should the Board Hold Executive Sessions? - Parliamentary Procedure - Board Retreats DISCUSSION QUESTIONS WRITING ASSIGNMENT 5 DUE
19 April 2000	SPRING RECESS
26 April 2000	Topic(s): Governance of Not-for-Profit and Non-Governmental Organizations Rich Koch, facilitator Readings: - Gangl, Walter T. Creating and Maintaining Effective Governance for Nonprofits and Foundations, I, II, & III (Directorship, September, October, & November, vol. XXIV, nos. 8-10) DISCUSSION QUESTIONS
03 May 2000 5:00-7:00 pm Case Real	Topic(s): Governance of Entrepreneurial and Start-Up Firms David Wu, facilitator This will be a joint class session with DeNoble's Managing the Growing Firm class. Guest Speakers include: Dev Purkayastha, Founding Principal of Timeline Ventures Bill Strauss, President and CEO of Proflowers.com Ron Taylor, general partner of Enterprise Partners Venture Capital M. David Titus, general partner of Windward Ventures Doug Wall, Executive Vice President and Founder of Alitum, Inc. Readings: - Strong, George H. (Interviewee) Observations on Governance from an Entrepreneur (Directorship, June 1999, vol. XXV, no. 6) - Sexton, Donald L. & Smilor, Raymond W. Boards and the Fast-Growth Entrepreneurial Company (Directorship, May 1998, vol. XXIV, no. 5) - Newbury, Robert. Study Finds Dot-Com Boards are Less Independent, in Conflict with Governance Principles (Business Wire Jan 10, 2000) DISCUSSION QUESTIONS
10 May 2000 Guest Speaker: Farrest Loper, CDF	Topic(s): Future Directions in Corporate Governance Readings: - Power and Accountability, Chapter 7: Restoration of Trust - Sanunet, George Jr. & Gabrizius, Michael P. 10 Questions Boards Should Ask to Meet the Ethics Challenges of Internationalizing Operations (Directorship, May 1998, vol. XXIV, no. 5) - Breuer, Rolf E. Corporate Governance in a Global Corporation (Directorship, December 1999, vol. XXV, no. 11) DISCUSSION QUESTIONS WRITING ASSIGNMENT 6 DUE
17 May 2000	TERM PAPERS DUE (Papers will not be accepted without SELF-EVALUATION form attached)