Economics, Business & Math Department MOS 4422 CORPORATE GOVERNANCE at King’s University College Course Description COURSE INSTRUCTOR CLASS SCHEDULE Professor: Trevor Hunter, Office # FB303 Telephone: 433-3491, Ext. 4338 E-mail: thunter6@uwo.ca Website: http://publish.uwo.ca/~thunter6/ Office Hours: Tuesdays 1:30-3:30 Thursdays, 1:30 PM- 4:30 PM Room: W175 SECRETARY: Anna Domingues DESCRIPTION Management and Organizational Studies (MOS) 4422 is a fourth-year course in the Bachelor of Management and Organizational Studies Honors Specialization, Honors Double Major and Specialization programs at King’s University College. In this senior course, you will combine the skills you have learned in earlier functional courses to analyze intensive and comprehensive issues in governance. As MOS graduates, it is highly likely that you will work for a company that is that is governed by a Board of Directors. Additionally, you may invest in or be employed by a publicly traded firm. Perhaps if you start your own business you may decide to form a Board for your company. During the course of your career, you may even be invited to sit on the Board of Directors of a for-profit firm or a non-profit organization. Most people have heard the term “Board of Directors” but few people actually understand what it means to be a member of “the Board” and what a Board of Directors does. What are their responsibilities? Do they actually make a difference? Who decides who gets to be a member? How do they operate? Often much more is heard about Boards than is really known or understood. It is the position of this course that Boards of Directors DO matter, but that all Boards are not created equal. Just as there are under-performing firms, there are under-performing Boards. It is important to know what makes a good Board, how a good Board works and how the quality of the Board will influence an organization’s performance. Therefore, the purpose of this course is MOS 4422 thunter6@uwo.ca MOS 4422 Course Description Page 2 to acquaint students with the functions of a Board of Directors and how to make them function properly for a given organization. The goal is to demystify this institution and teach students how to develop a Board into the body of advice, counsel and oversight they are intended to represent. The course will be taught using a seminar format and much student involvement is required. The course will begin with lectures by me. The lectures will present theories to provide you with the tools to analyze governance issues in real organizations. Readings will be assigned to present some of the theories of governance as well as to set the context within which the various issues will be discussed. Finally, cases will be used to apply the lessons learned from the lectures and readings. The cases will be analyzed in a seminar format rather than the traditional case teaching style. There will be no formal text for this course, however there will be a compendium of readings and cases that students must acquire. As we progress through the course, other supplemental readings may be provided if deemed appropriate. STUDENT ELIGIBILITY Enrollment in MOS 4422 is limited to students registered in the fourth year of the Management and Organizational Studies program. All others wishing to enroll in MOS 4422 must first receive special permission from the course professor. You (the student) are responsible for ensuring that you have successfully fulfilled the prerequisites for this course, and for ensuring that this course is not an anti-requisite of another course you already have taken. Lack of prerequisites, or ignorance of anti-requisite regulations, cannot be used as grounds for an appeal in this course. COURSE EVALUATION Student evaluation will consist of class contribution (20%, ongoing throughout the course), two group case presentations (40% of the final grade) and an individual presentation (40% of the final grade), with a progress report (10% of presentation grade). There will NOT be a final exam in the course. Class Contribution – Ongoing throughout the year – 20% As a senior course with a high component of participation, proper attendance is crucial. You will have relatively few opportunities to show me a high level of participation, but, I still expect it. This means students MUST come prepared to contribute to the classes. Attendance is not sufficient to earn contribution marks – contribution is required. Simply showing up and saying nothing could result in a mark of zero for contribution. Group Case Presentations/Write-ups – 40% Each student will be assigned to two groups and the groups will prepare lead the class in the discussion of the case for that class. In addition to leading the class, each group will prepare a, four-page maximum, single-sided, double-spaced, 12-point font, 1-inch bordered case writeup. The cases will be related to the theory presented at the beginning of the course. The groups’ MOS 4404 thunter6@uwo.ca MOS 4422 Course Description Page 3 role will be to facilitate the case discussion. Students not presenting will prepare the case and contribute to the discussion in a seminar format. The presenting group will lead the class through the issues in the case, but working together, using the lessons from the readings and lectures, the class will solve the problems in the case. I will discuss this more in class. The timing of the case presentations will be as follows: Session # Session 3 Session 4 Session 5 Session 6 Date Jan. 26 Feb.2 Feb. 9 Feb. 16 Group Group 1 Group 2 Group 3 Group 4 Session 7 Session 8 Session 9 Session 10 Mar. 1 Mar. 8 Mar. 15 Mar. 22 Group 5 Group 6 Group 7 Group 8 Case Governance from scratch: The Pepsi bottling group IPO Governance challenge at Goodhands Healthcare Hydro One Inc.: CEO compensation British Petroleum (PLC) and John Browne: A culture of risk beyond petroleum Talisman Energy Inc. Mahindra Satyam – Restoring corporate governance Alberta Theatre Projects Aurora Cultural Centre Please note that all materials for the case presentation and write-ups are due 24 hours prior to your session and will be penalized 10% per day that they are late. Even if a Write-up is handed in 10 or more days late (resulting in a grade of zero due to penalties), the Write-ups must be completed to pass the course. Individual Consulting Presentation – Sessions 11 and/or 12 (depending on class size) – 40% This course is intended to be one that focuses on the practice of corporate governance, as such there is no final exam. Exams lend themselves to memorization of theory or facts as opposed to testing whether the lessons taught in class can be applied in various situations. The best “test” as to whether you understand how international business and management should be done is to determine whether you can “teach” it to others. The old adage that suggests that you must really understand a subject before you can teach it is true. Your final “exam” therefore will be for you to teach a company how to do international business. Your group (in consultation with me) will choose a multinational corporation that you feel is not being run to its potential and act as consultants to prepare a report and presentation to its board (the class and I) on how it should be improved. You will be expected to pay particular concern to the issues and topics we discussed in class (i.e. a firm may not be managing its joint ventures in a way that is maximizing its profit. What recommendations would you make to improve the joint venture’s performance?). It will be vital, therefore, that you select a firm that has issues that are rich enough to use and that are related to the subject matter of the course. If you focus on too many aspects of the course and firm (i.e. are more broad than deep), your presentation mark will suffer. Depth of analysis is always better than breadth. In the past students have had a great deal of difficulty keeping on topic in their presentation. They would begin analyzing non-international business issues and their marks would suffer. Your role as a consultant is to identify the international business issues and then solve them using the international business tools. MOS 4404 thunter6@uwo.ca MOS 4422 Course Description Page 4 Students often confused international business issues with “strategic” issues. The two are different. For example deciding to sell in another country is a strategic issue and therefore not one to discuss in your presentation. Deciding whether to make what you sell in the country or export it and then if you are going to form an IJV or build the factory yourself and whether you should sell the same thing that you do in your home country or customize it for the local environment are international business decisions. Be careful because I will call you on this if you do not highlight the correct issues and your mark will suffer. I am open to your creativity. If you have an idea or way of doing the project that is different, yet still in the realm of the stated expectations, let’s talk. However, I reserve the right to veto your choice. Also, if the company you have chosen has been used in the past I will veto that selection. We must also be completely clear and agree upon the expectations and deliverables if you decide to follow a different direction. I therefore expect that there will be a great deal of consultation between myself and the groups. Groups of 3-6 students (depending upon the class size) will be assigned in Session 2. I will be selecting the groups and the selection process may or may not be random. Before you leave the class you will be expected to have complete contact information with all members of your group, and to have established some understanding of when and where the group can meet. Time will be allotted in class to make sure everyone meets their group. You are responsible for finding out who is in your group and contacting them. They are not responsible for finding you. DO NOT wait for them to contact you. If you do not discuss the situation with me, not being in contact is not grounds to appeal your report mark if it is lower than you anticipated. Depending upon the size of the class, groups will make a 20-30 minute PowerPoint in-class presentation based on your analysis. Groups will also hand in a report based on their presentation. The report will represent a hard-copy of what is presented in class but will also contribute to the mark in terms of its quality. As such the report may, but does not need to, include material that is not presented in class, however, the most important material MUST be presented in class. There will be a 5 double-spaced page limit to the written report. A title page with the names and student numbers of all group members as well as a list of references must be included with the report but will not count in the page limit. The report component will be worth 50% of your Group Consulting Report and the presentation will be worth 50%. A hard copy of your presentation slides and written report are to be handed in no later than 24 hours before your presentation. The presentation order will be determined by the course professor. The length of the report must not exceed 5, double-spaced, single-sided, 12-point font, 1 inch bordered pages. Groups will hand in a progress report at the beginning of session 13. This update will be worth 10% of your report mark. Progress reports that are late will receive a deduction of 10% of your final report mark for every 24 hours that pass until it is received. This progress report will be 1-2 pages in length and simply tell me what sources you are using for your research, who is doing what, how often you are meeting and where and what some of your early conclusions are. The progress report must be typed and in a hard copy. MOS 4404 thunter6@uwo.ca MOS 4422 Course Description Page 5 HARD COPIES OF PRESENTATION SLIDES AND WRITTEN REPORT - Due by 24 hours before your presentation Late reports will be penalized 10% of the possible mark for each day late. The report must have perfect grammar and spelling. I will deduct up to 30% of your total mark for poor grammar and spelling. There must be a flow to the report, wherein there is an introduction (suggesting why this is an interesting question to research), a purpose and an ultimate conclusion that is drawn from the material presented. Do not jump around in your thoughts. You must provide me with the answer to the “so what?” question. Evaluation of your reports will be based primarily on the quality of research and content (quality of analysis, application of theory, conclusions and arguments). I will also evaluate the style and quality of your presentation. This is a senior course, therefore a higher degree of professionalism and presentation skills are expected and will be evaluated as such. PEER EVALUATION: I expect that every group member will contribute equally to the completion of the Group Consulting Report. However, in the unlikely and unfortunate case in which one or more members of the group does not contribute equally, that member will receive a reduced mark. Since I am not able to monitor the participation of each group member, it is up to the rest of the group to document the activities of the member they feel has shirked their responsibility. If the majority of the group feels that one (or more) member of the group has not contributed to the completion of the report, and does not feel that it is fair that that member receive the same mark as them, they can write me a letter to that effect. The letter must be signed by the majority of the group and provided to me before the 13th class in order to give the offending party a chance to redeem themselves. The mark of the person who shirked their responsibility will depend upon the extent of the perceived shirking by the majority. In the past I have given out zeros to group members who did not contribute at all and will do so again. However, I must stress that this has to be initiated by the group. I do not know who did what and how much, so unless I hear differently, everyone will receive the same mark. I will talk about this further in class. FINALLY: Please carefully note the section of this document on plagiarism. Plagiarism: Please note the following quotes from the UWO Senate: “Plagiarism: Students must write their essays and assignments in their own words. Whenever students take an idea, or a passage from another author, they must acknowledge their debt both by quotation marks where appropriate and by proper referencing such as footnotes or citations. Plagiarism is a major academic offence”. Please refer to Scholastic Discipline under the Senate Policy on Academic Rights and Responsibilities at http://www.uwo.ca/univsec/handbook/.” “All required papers may be subject to submission for textual similarity review to the commercial plagiarism detection software under licence to the University for the detection of plagiarism. All papers submitted will be included as source documents in the reference database for the purpose of detecting plagiarism of papers subsequently submitted to the system. Use of MOS 4404 thunter6@uwo.ca MOS 4422 Course Description Page 6 the service is subject to the licensing agreement between The University of Western Ontario and Turnitin.com (link to Turnitin.com website: http://www.turnitin.com.)” COURSE REGULATIONS Students are expected to complete all required evaluation components in order to receive a grade in this course. Students with course conflicts and approved inter-university athletic conflicts, or students unable to hand in a summary or participate in the report based on medical or compassionate grounds, may apply to be excused. NOTE: Students must earn a passing mark on their Case Write-ups and participation to pass the course. If you receive a failing mark on the Case Write-ups and participation and a passing grade on the group report, you will not pass the course. Students must complete all assignments to pass the course. Requests to be excused for medical or compassionate grounds must always be accompanied by appropriate documentation – either with the request or as soon as possible after the fact and be made through the Academic Dean’s Office. A Medical Excuse Documentation Form is available from the Academic Dean’s office. Students who have any problems that may hinder their academic performance are encouraged to discuss these issues with me or the appropriate College official before the assignments are due. Punctuality Tardiness at hand-in deadlines is unacceptable for any reasons other than medical or compassionate reasons (see above). If a summary or report is handed in late it will be penalized 10% of the possible grade for the first 24 hours late, and 10% for each additional 24 hours late, including weekend and holiday days. So if a hand-in is due at 12:30 am and arrives at 12:31 am, it is late and will lose 10%. If it arrives at 12:31am the next day it is now 2 days late and will receive another 10% deduction. Hand-in Policy All hand-ins must be in hard copy and typed. If you are handing in something late, please use the green hand-in box at the top of the stairs of DL Hall. Please ensure that you put whatever you are handing in to me (late or on time) in a sealed envelope, staple the pages together and ensure your names, contact information and student numbers are on the document and envelope. If you hand in something to me it is YOUR responsibility to ensure that all the pages are accounted for, not mine. I will only mark what is given to me and I will not search you out to see if you missed some pages. Prerequisites & Antirequisites The student is responsible for ensuring he/she has successfully completed the prerequisites for this course. Lack of prerequisites cannot be used as grounds for an appeal in this course. You also are responsible for ensuring that this course is not an antirequisite to another course that you have already taken. Unless you have either the requisites for this course or written permission from your Dean to enroll in it, you will be removed from this course and it will be deleted from your record. This decision may not be appealed. You will receive no adjustment to your fees in the event that you are dropped from a course for failing to have the necessary prerequisites. MOS 4404 thunter6@uwo.ca MOS 4422 Course Description Page 7 Use of Electronic Devices in Class No electronic devices of any kind are allowed to be used at any time during class without prior permission from the course professor. These devices include, but are not limited to: computers, cell phones, smart phones, electronic dictionaries, or whatever is current that I have no idea exists. Omission from this list does not mean it is allowed in class. If there are extenuating circumstances (like your partner is pregnant and you are awaiting an emergency call) please discuss the situation with me personally PRIOR to class. King’s University College at The University of Western Ontario PLAGIARISM AND CHEATING ARE SERIOUS SCHOLASTIC OFFENCES King’s is committed to Academic Integrity. Students must write their essays and assignments in their own words. Whenever students take an idea, or a passage from another author, they must acknowledge their debt both by using quotation marks where appropriate and by proper referencing, such as, footnotes or citations. Plagiarism is a major academic offence. See Scholastic Offence Policy in the Western Academic Calendar. PLAGIARISM CHECKING SOFTWARE All required papers may be subject to submission for textual similarity review to the commercial plagiarism detection software under license to the University for the detection of plagiarism. All papers submitted will be included as source documents in the reference database for the purpose of detecting plagiarism of papers subsequently submitted to the system. Use of the service is subject to the licensing agreement, currently between The University of Western Ontario and Turnitin.com (Turnitin.com website: http://www.turnitin.com). COMPUTER-MARKED MULTIPLE-CHOICE TESTS AND/OR EXAM Computer-marked multiple-choice tests and/or exams may be subject to submission for similarity review by software that will check for unusual coincidences in answer patterns that may indicate cheating. ---------------------------------------------------------------------------------------------------Re Choosing Courses PREREQUISITES AND ANTIREQUISITES Unless you have either the requisites for a course or written special permission from your Dean to enroll in it, you may be removed from the course and it will be deleted from your record. This decision may not be appealed. You will receive no adjustment to your fees in the event that you are dropped from a course for failing to have the necessary prerequisites. MOS 4404 thunter6@uwo.ca