College of Business Administration

01 January 2001	FIRST WEEK OF CLASSES Topic: Syllabus, Schedule, and Assignments Definition of Corporate Governance
07 February 2001	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
14 February 2001	Topic(s): The Social Contract between Business and Society: Implications for Corporate Directors Facilitator: Justin Frere 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 JOHNSON CONTROLS CASE DISCUSSION QUESTIONS WRITING ASSIGNMENT 1 DUE
22 February 2001 (Thursday)	CORPORATE DIRECTORS FORUM DIRECTOR OF THE YEAR AWARDS
28 February 2001	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
07 March 2001	Topic(s): Managing Relationships with Stakeholders Institutional Investors Facilitator: Diem Dang 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 DISCUSSION QUESTIONS
14 March 2001	SPRING RECESS
21 March 2001	Topic(s): Strategic Planning Creating Shareholder Value Shareholder Activism and the Board Facilitator: Glen Burford 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) also see ADM Case DISCUSSION QUESTIONS
28 March 2001	Topic(s): Board Composition and Compensation 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) WRITING ASSIGNMENT 3 DUE DISCUSSION QUESTIONS
04 April 2001	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
11 April 2001	Topic(s): Venture Challenge Class will be held off campus at the Venture Challenge Business Plan Exhibit Fair in the Carmel Ballroom at the Mission Valley Hilton. The Fair runs from 6:30 – 8:45. There will be 19 schools competing. You are asked to be on the lookout for business plans that could be candidates for the Social Innovation Award. The criteria for the award is a positive contribution to Environmental or Social or Human concerns. Please e-mail your best prospects for the award to craig.dunn@sdsu.edu
18 April 2001	Topic(s): Elements of Effective Board Meetings Facilitator: Matt Sager 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
25 April 2001	Topic(s): Top Executive Selection, Evaluation, Compensation, and Succession Facilitator: Shannon Tyler 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
02 May 2001	Topic(s): Governance of Entrepreneurial and Start-Up Firms Facilitator: Linda Collins 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
09 May 2001	Topic(s): Governance of Not-for-Profit and Non-Governmental Organizations Future Directions in Corporate Governance 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) - 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
16 May 2001	WRITING ASSIGNMENT 7 DUE TERM PAPERS DUE (Papers will not be accepted without SELF-EVALUATION form attached)