RRR10 Corporate Governance and Management Control

• Topics

  This course addresses the structures and tools used to prevent corporate failures, fraud and the destruction of value at the top-level of corporations. The course starts by outlining the theories underlying the corporate governance problem. This includes the rise of the modern corporation and the separation of ownership and control. The principal-agent theory is used as the starting-point for understanding the basic corporate governance problem. However, the course also addresses alternative theories, such as resource dependence theory and stakeholder theory.

  Ethics is integrated in the course as a central theme in relation to corporate scandals (e.g. Enron, RBS, Satyam). Ethics is also addressed in relation to the normative question of what is the goal of a company, and in discussing the maximization of shareholder value versus alternative perspectives, such as stakeholder theory and corporate social responsibility.

  Central topics:

  • Historical and theoretical background to corporate governance.
  • Boards of directors; structure, composition, and processes.
  • Ownership, corporate boards and top-management.
  • Use of accounting information by corporate boards.
  • Corporate governance as an integrated system of controls.
  • National variety in corporate governance regulation and practice.
  • Codes of corporate governance.
  • Financialization and corporate governance.
  • CSR and corporate governance.

• Learning outcome

  Knowledge

  Have knowledge about the concepts and terminology of corporate governance theory and how these concepts relate to each other.

  Have an understanding about the role of the board of directors, management control and accounting techniques in corporate governance.

  Be familiar with new thinking and research in the field of study. More specifically, the student should have basic knowledge of the results and methods used in corporate governance and management control research.

  Skills

  Be able to analyze differences in corporate governance between various national and organizational settings.

  Be able to collect and analyze relevant information for highlighting economic and administrative problems.

  Be able to reflect upon own performance in the field of study and adjust it under supervision.

  General competence

  Have acquired a knowledge of and the ability to reflect upon and take into consideration issues relating to the governance of corporations.

  Be able to communicate important concepts, theories and problems in writing and presentation, as well as through other relevant forms of communication.

  Be able to exchange viewpoints and experience with others having a background in the field of study and thereby contribute to the development of good practice.

• Teaching

  • Lectures, case discussions, exercises, pre-recorded videos, and one larger term paper.
  • Lectures are usually given physically at NHH. However, physical lectures will not be recorded. It is strongly recommended that students physically attend most of the lectures.

• Recommended prerequisites

  It is recommended that the student has at least one year of studies at the bachelor level.

• Assessment

  • Four-hour digital individual school exam.
  • Term paper (individual or in groups of maximum three students). The term paper will be handed out at the start of the semester (mid-late August), and handed in at the beginning of October. The students will have one to two weeks before handing in, to work only with the term paper. The students will make a short presentation of their papers in class.
  • School exam accounts for 60% of final grade.
  • Term paper accounts for 40% of final grade.
  • Both parts must be taken in the same semester.

  The assessment is only offered in the teaching semester (autumn).

• Grading Scale

  A - F.

• Literature

  Mallin, C. (2018), "Corporate Governance", 6th edition, + articles and other course material.

• Permitted Support Material

  Calculator and one bilingual dictionary (Category I).

  For details see Supplementary provisions to the Regulations for Full-time Study Programmes at the Norwegian School of Economics Ch.4 Permitted support material https://www.nhh.no/en/for-students/regulations/https://www.nhh.no/en/for-students/regulations/