College of Business Administration

Instructor: Assoc. Professor Craig P. Dunn, Ph.D.

Office: SS 3105

Office Hours: 6:00-7:00 pm W and by appointment

Phone: 594-5783 (office/voicemail)

[CATALOG DESCRIPTION HERE]

COURSE DESCRIPTION: This course is designed to be a challenging and exciting course for the graduate business student...

COURSE OBJECTIVES:

1. To increase your understanding of the tasks of the 'ideal' Director;
2. To develop the capacity to identify salient governance issues and to reason carefully about options;
3. To build skills in conducting analysis in 'messy' situations;
4. To improve your ability to manage organizational processes within Boards;
5. To integrate and extend upon the knowledge gained in earlier business courses;
6. To convince the student of the essential role of high-level reasoning in the conduct of business enterprise;
7. To apply and/or implement the principles and concepts of governance through either case analysis or social change programs; and
8. To better equip the student to integrate his/her personal ethical ideal with a successful Director experience.

EVALUATION POLICY: A maximum of 1000 points may be accumulated in this course. Point distribution varies as follows (see grading contract at back of syllabus for details):

GRADING STANDARDS: The following University-wide grading standards will be used to determine final course grades. You are responsible for monitoring your own progress throughout the course.

PLAGIARISM "Plagiarism is formal work publicly misrepresented as original; it is any activity wherein a person knowingly, directly, and for lucre, status, recognition, or any public gain resorts to the published or unpublished work of another in order to represent it as one's own. Work shall be deemed plagiarism: (1) when prior work of another has been demonstrated as the accessible source; (2) when substantial or material parts of the source have been literally or evasively appropriated (substance denoting quantity; matter denoting qualitative format or style); and (3) when the work lacks sufficient or unequivocal citation so as to indicate or imply that the work was neither a copy nor an imitation. This definition comprises oral, written, and crafted pieces. In short, if one purports to present an original piece but copies ideas word for word or by paraphrase, those ideas should be duly noted;" (Lindey, Alexander, Plagiarism and Originality, 1952; as cited in San Diego State University 1992-93 Graduate Bulletin).

"Wittingly or willfully to ignore or to allow students' ascription of others' work to themselves is to condone dishonesty, to deny the purpose of formal education, and to fail the public trust;

Accordingly, one who is suspected or accused of disregarding, concealing, aiding, or committing plagiarism...must be liable to an appropriate penalty, even severance from the University...should the demonstrated plagiarism clearly call into question one's general competence or accomplishments" (San Diego State University 1992-93 Graduate Bulletin).

Students involved in plagiarism (including `cheating') on any Qualcomm coursework will receive a failing grade for the course.

READINGS: [READINGS HERE]

SEMINAR PRESENTATION
Each student is to facilitate discussion for one class session. These 'presentations' are to address the seminar readings as catalogued in the course schedule (see Schedule and Discussion Questions). Each facilitator will be responsible to: 1) prepare relevant questions for discussion to be both e-mailed to the instructor as well as distributed in hard copy one week prior to their scheduled seminar; 2) provide a summary overview--no longer than twenty minutes--of the literature to be discussed for the selected class session; 3) introduce relevant commentary and/or supplementary readings where appropriate; 4) relate the required reading to the topic under discussion as well as the term project; 5) illustrate the topic under discussion through application to a case of the student's choosing (see below); and 6) provide an annotated bibliography of readings (if appropriate). Facilitators are encouraged to meet with the course instructor prior to their 'presentation' in order to help 'frame' the class session. Areas that will be considered (in addition to those previously or subsequently mentioned) in grading the seminar presentation include:

Adequacy of analysis

Clarity and conciseness of arguments

Integration of social theory within discussion of topic

Professionalism/creativity of presentation

Linking of theory and practice

CASE PRESENTATIONS: Each seminar facilitator (see above) is to prepare an analysis of a corporate governance case of their own choosing, to include: a statement identifying the problem; listing of alternatives providing resolution of this problem; analysis of proposed alternatives from the perspective of corporate governance theory and/or practice; selection of optimal alternative (with supporting defense); as well as suggestions for implementation. Any assumptions made must be clearly identified as such, but do not `assume away' the problem-resolve it!

Cases can come from any appropriate current source; the Wall Street Journal and the `Social Issues' column of Business Week are among the more popular periodicals for sourcing business ethics cases. Be creative. Prepare the analysis as if you were presenting the information to the Board of Directors of your company (or any other fitting audience you explicitly identify), to be role-played by those students not in your group (who will be accountable for posing relevant questions to the presenting group).

WRITING ASSIGNMENTS:

There are five writing assignments which are due throughout the term of the course (see corpgov.writingassign.html for details). These writing assignments relate directly to the course content, either as presented in class or as covered in assigned readings. Each student is to respond to the writing prompt with a two page, typed paper which directly addresses the question(s) posed. While it is certainly allowable for students to discuss these writing assignments with one another, the final papers ought to be recognizable as the 'independent' work of the student submitting the writing assignment.

TERM PROJECT: A term paper will be submitted by each student. There are any number of options for this assignment:

option a: This project shall contain a summary of the student's 'philosophy of governance,' with each student required to articulate and defend his/her perspective on the parallel questions of what is the appropriate role for business in society and consequently whose interests you represent as a Director. Reasons for the position taken should rely upon legal, social and moral philosophy-which, it is understood, may give differing prescriptions to the Director.

Both the 'fiduciary' and 'stakeholder' frameworks will prove particularly relevant to this assignment. Defense of the position taken, rather than the position itself, is of fundamental importance. It is recognized, however, that certain positions are inherently more 'defensible'; therefore, the choice of relevant organizational constituencies will have a direct impact upon the ease with which this paper is completed. Text documentation (either from assigned texts or 'outside' readings) would be appropriate.

option b: This project shall present a management plan for ensuring ethical behavior on the part of a Board within an organization of your choosing. Reasons for the positions taken should rely upon moral, social, legal, and management philosophy. Attention should be given to consideration of how your plan contributes to both the accomplishment of the organizational mission as well as creation of the 'good society.' In order to insure a thorough treatment, it is recommended consideration be given to the various dimensions of a social audit.

Defense of the plan-which is to include a 'code of ethics'-rather than the plan itself, is of fundamental importance. Text documentation (either from assigned texts or 'outside' readings) would be appropriate.

Term projects shall be typed using double-spacing. In the case of either paper option there is no page length requirement; however, conciseness will be one of the evaluation criterion. Typed drafts of your term project may be submitted for comment any time prior to the final weekend the class meets. A self-evaluation of this project (available at corpgov.termpapereval.html) is to be submitted along with the final paper draft. Evaluation criteria include:

Adequacy of analysis

Clarity and conciseness of arguments

Use of social theory to support arguments

Professionalism of project

Creativity of project

Self-evaluation

EXAM: One (optional) essay exam will be given, covering assigned texts as well as class discussions.

CONTRACT: Outlined above are the course activities available to students. Ranges of possible points have been listed above. Each student is to fill out and return to the Professor a contract for work to be completed this session (see electronic form which follows). This contract is binding, and will be due by the end of the first month of class. You are to fill out the number of points desired for each activity. The total number of points must total 1000. Points for each activity will range from 0-35% of the course grade, depending upon the individual assignment and weightings. Points must be selected in increments of 50. For example, a student may choose to maximize the points on the writing assignments by completing all other coursework at close to the minimum points possible:

You will notice that the examination may be eliminated from your grading algorithm. In all cases, class participation is mandatory. Failure to attend scheduled class sessions may be reflected in final course grading. To send your MGT 729 contract, fill out the following form thoroughly and completely. This form must be submitted electronically. Confirmation will be made by return e-mail.