78-663

Corporate Governance
Session One
Chris Fredette, PhD
Professor, Management and Strategy
Odette School of Business
Master of Management Program

Todays Agenda
Today we will be:
Taking a little time to get to know each
other
Framing the course by offering a first
glance at some important ideas needed to
manage, lead and govern organizations
Discussing the administrative details of
the course
2

Getting to Know Each Other a

Little Better

Who am I? Where did I come from?

Professional Experience and Academic

Knowledge

What do you know about your Professors?

Understanding of the professorial occupation
Teaching is important for several reasons

Why am I here? What am I thinking?

Building Your Knowledge Ahead of Your Needs
Development through Self-Awareness
Shared Experiences and Mutual Learning
3

Getting Comfortable with Governance

Getting Comfortable with Governance

Is this the view of the governed and the governing?

Getting Comfortable with Governance

Getting Comfortable with

Governance

Getting Comfortable with Governance

Getting Comfortable with Governance

Getting Comfortable with

Governance
What is the nature of
each of these
systems?
What keeps each
running?

What does control look

like?
What does organizing
or strategy look like

10

Course Learning Objectives

By the end of this course you should be able to:
explain the scope of corporate governance
describe the role corporate governance plays in
maintaining the stability of capital markets
analyze the implications of corporate
responsibility and environmental accountability
for governance practice
describe the roles and responsibilities of
executive directors, officers, company secretaries
and auditors
analyze the relationship among external reporting
requirements and corporate governance
procedures
11

Our Primary Learning Materials

BlackBoard will be used to distribute readings, case
materials, load course lessons, make announcements,
and communicate your course evaluations

12

Evaluation and Course Assignments

Individual Preparation, Leadership,

and Contribution
Group Real-Time Micro-Case Analysis
Assess, Interpret, Present, and Dissent
(5% per Case Report, 5% for Oral Present
and Dissent)
Integrative Group Assignment
Strategic Renewal
(10% Report, 10% Peer Evaluation, 10%
Presentation)
Final Examination
Individual Comprehensive Case Analysis

TOTAL

Date

Weig
ht

Assessed Throughout
the Semester

15%

Wednesdays
October 7
November 11

30%

November 18th with

Presentations to
Follow

30%

Received not later

than
11:59 a.m. December
11th

25%

100%
13

Preparation, Leadership, and

Contribution

14

Five Real-Time Micro-Case

Analyses
Our emphasis is for you to correctly diagnose the problem, propose workable
solutions, and to explain and defend your assessments under challenge
1.Problem Identification: Identify the source of the dilemma that the focal
group involved in the case must address, guided by a core case question
2.Issue Analysis: Identify and analyze the three most critical issues related
to your problem in order to develop an insightful breakthrough (for instance
analytic frameworks such as Stakeholder, VRINE, SWOT, PESTLE, and others)
3.Actionable Recommendations: Build a set of actionable strategies, which
must be well reasoned, argued and supported with significant evidence
. Groups will be given approximately 45 minutes of class time to prepare
Each group will prepare a 5 slide (plus a first and final titling slide) presentation valued
at 5 marks for each and every case
In each session, two groups will be selected by random draw (without repetition): one
will take the role of the presenting advocates, and the other will take the role of
challenging governors
These hot seat roles will be evaluated on a 5-point scale and each group will have the
opportunity to present as either an advocate or governor only once
15

Integrative Group Project

Failures in Governance
Important Project Dates:
Selection of Crisis for Analysis Not later than October 5th
Submission of Integrative Group Papers November 18th
Presentation of Integrative Group Papers November 23rd - 30th
Working in groups, you will be asked to identify an organizational
crisis, which has been precipitated by a failure in governance
It is expected that each group will construct an original case study
for their governance crisis - cases may not be drawn from a
preexisting similar source
Evaluation:
Integrative Group Project Report - 10%
Integrative Group Project Presentation - 10%
Group-assessed Individual Peer Evaluation - 10%

16

Individual Case-based Final

Exam
Important Project Dates:
Distribution of Exam Materials December 2nd
Submission of Individual Exam Papers December 11th
The final examination weighted at 25% is based on an open book
take-home format in which students will be provided a case-based
organizational dilemma and asked to develop a strategic response
Materials and additional details will be provided during our final class
session on December 2nd
Students will complete and return their exam electronically no later
than 11:59 am on Friday, December 11th, 2015
Given the duration allowed for the take home exam, deferrals will
only be considered in exceptional circumstances
17

(Lesson)

(In Class)

(Prior to Class)

DATE:

TOPICS, ASSIGNMENTS & EXAMS:

PREPARE:

September
21st
Session 1

Introduction and Overview What is

Corporate Governance? What will we be
doing?

September
23rd
Session 2

The Nature and Practice of Corporate

Governance Managing, Leading and
Governing

September
28th
Session 3

Corporate Governance and Boards of

Directors Requirements and
Responsibilities

September
30th
Session 4

Interpretations of Capitalism and

Comparative Approaches to Governing

October 5th
Session 5

Good governance Practice makes for Good

Strategic Management

October 7th
Session 6

Case to be Distributed via BLACKBOARD

LEARN by October 5th

An open mind and a

blank slate
Scally and Crowe
(2014)
Sonnefeld et al (2013)
Starbuck (2014)
Barton and Wiseman
(2015)
Business Roundtable
(2010)
HBR (2015)
Barton (2011)
Gallo (2015)
Maximizing
Shareholder Value
(2002)
Campbell et al.,
(2009)
Raynor and Ahmed
(2013)
Wagner and Dittmar
(2006)
First Real-Time
Micro Case Analysis
18

Case to be Distributed via BLACKBOARD

LEARN by October 26th

Barton and Wiseman

(2014)
Bhide (1994)
Kaufman (2008)
Second Real-Time
Micro-Case Analysis
Luo et al (2013)
Montgomery and
Kaufman (2003)
Pound (1995)
Third Real-Time
Micro-Case Analysis

Boards as Centers of Strategic Connection,

Partnering and Direction

Fox and Lorsch (2012)

Nadler (2004)

Case to be Distributed via BLACKBOARD

LEARN by November 2nd

Fourth Real-Time
Micro-Case Analysis

Boards as Centers of Team and Social

Dynamics

Parsons and Feigen

(2014)
Pozen (2010)

Case to be Distributed via BLACKBOARD

LEARN by November 9th

Fifth Real-Time
Micro-Case Analysis

October 19th Board and Governance Failures in

Session 7
Contemporary Organizing
October 21st Case to be Distributed via BLACKBOARD
Session 8
LEARN by October 19th
October 26th
Boards as Centers of Regulation and Control
Session 9
October 28th
Session 10
November
2nd
Session 11
November
4th
Session 12
November
9th Session
13
November
11th Session
14

November
Boards as Centers of Stakeholder Inclusion
16th Session
and Debate The 30% Initiative
15

Groysberg and Bell

(2013)
Pentland (2013) 19
Thomas (2004)

November
18th
Session 16
November
23rd
Session 17
November
25th
Session 18
November
30th
Session 19
December
2nd
Session 20

Contemporary Themes in Governance:

Overseeing, Leading, Reinventing
Organizations
Student-Led Strategic Renewal Presentations
and Discussion
Student-Led Strategic Renewal Presentations
and Discussion
Student-Led Strategic Renewal Presentations
and Discussion

Course Wrap-Up, Student Evaluation of

Teaching
Distribution of Final Case Exam Materials

Final
Submitted Electronically no later than 11:59
Examinatio
a.m., Friday, December 11th, 2015
n

Dayton (1984)
Lorsch and Clark
(2008)
Starbuck (2014)
Integrative Group
Project Due
Integrative Group
Project
Presentations
Integrative Group
Project
Presentations
Integrative Group
Project
Presentations
Integrative Group
Project
Presentations
Distribution and
discussion of
Individual Take Home
Case for Analysis
Collection of
Individual Take
Home
Comprehensive
Case Analysis 20

Class
Monday and
meetings: Odette B02

Wednesday

in

Professor Chris
Fredette
:
fredette@uwindsor.ca
Office
hours:

Monday and Wednesday - 10:00

am - noon and by appointment
as required

Office:

Room 449 OB

CEPE Student Experience OB

Program
312
Contacts:
cepe@uwindsor.ca
21

Motivations and Expectations

Why are you here?
What is it that you want to know about organizations?
What would you like to learn this semester? Do you have
a special interest in an organization, industry or sector?

What do you hope for?

In an ideal world what would our next 36 hours together
look like? What skills or insights would you like to build?
Beyond the course, what are hoping to learn from your
time at Odette? What can I do to bring your hopes to
life?
22

78-663
Corporate Governance
Session One
Chris Fredette, PhD
Professor, Management and Strategy
Odette School of Business
Master of Management Program