NA_CG
Corporate Governance
winter 2016
You will learn what Corporate Governance is and
especially why it is so important in a business
world You will study little bit of its history and learn
what is the milestone when CG got into the public
consciousness and became center of attention of all
business subjects inside each company on one
hand and interest of many associations and
regulatory bodies around the globe.
You will see different models of CG in USA, UK,
Germany, Italy, Czech Republic and rest of Europe.
All concerned subjects are trying to improve CG system
by improving legislation and researchers are putting in
place their recommendations in order to run the
business in most ethical way as possible. They are all
doing their best to restore a public trust into the
corporate operations after some well known scandals as
Enron, World/Com, Parmalat etc.
We will also see some issues and challenges that
all concerned bodies have to face and deal with
on day-by-day business and decision making.
Course objectives
1. Understand and be able to explain what is Corporate
Governance (the definition itself) OECD and Cadbury
report definition as well.
2. Explain the importance of Corporate Governance
and the subjects involved (shareholders).
3. Be able to explain what is a "Cadbury Report" 1990, The principles of Corporate Governance OECD, 1998 and 2004, and Sarbanes-Oxley Act of
2002.
4. Name and understand different MODELS
of Corporate governance in United States and United
Kingdom, and in Continental Europe.
5. Students will demonstrate knowledge of all key
parties involved in CG, their responsibilities and rights
such as: board of directors, management and
shareholders, external stakeholders such as creditors,
auditors, customers, suppliers,
government authorities.
6. Students will gain knowledge about internal and
external control mechanisms, and will be able to
explain why they are designed, what they should
reduce. Purpose why they are founded and what is
their main purpose and mission.
7. Ability to feel and understand Ethics in business,
distinguish what is good and bad or what is right and
wrong.
8. Understand that corporations need their own Codes
of Conduct that has to be maintain, permanently
updated, improved, and set of values shared by all
employees and related parties.
9. Ability to explain Financial aspects of CG., financial
reports, internal controls, procedures and policies, role
of Statutory and Internal audit, recommendations of CG
Committees in "developed" countries as USA,
Germany and UK for example.
10. Understand and specify legal framework and
legal aspects of CG both external and internal.
11. Specify need for accurate, efficient and true
information delivered to the investors in regard to
make right decisions.
12. Understand the importance to establish
succession plans for board members and criteria for
their assessment based on long term company
performance. Individual and collective goals.
13. Gain ability to interpret survey results.
Required literature
Johnson, Gerry, Scholes, Kevan : Exploring
Corporate strategy, published by Prentice Hall
Europe 1997
OECD Principles of Corporate Governance,
1999
Recommended literature
Marc Goerden: International Corporate Governance, ISBN: 9780273751250,
published by Prentice Hall
Institute of Directors: Handbook of International Corporate Governance,
Institute of Directors, UK, 2009, ISBN 978-0-7494-5508-8
OECD: Corporate Governance and the Financial Crisis: Key Findings and
Main Messages, June 2009
Institute of Directors (UK): The Effective Board, 2012
Czech Institute of Directors & Deloitte: Report on Corporate Governance
status in Czech Republic, 2012 & 2013 update
Parliament of the United Kingdom: UK Bribery Act, 2010
Recommended literature