CEMS Core Course
Corporate Governance
Teacher: prof. Ing. Milan Malý, CSc.
E-mail: maly@vse.cz
Duration: 4 hours per week, total duration 52 hours
Short Annotation
Theoretical issues as well as practical aspects of corporate governance. Basic conceptions of
corporate governance, shareholders value versus stakeholders value. Agency theory,
incomplete contract, corporate social responsibility. Organisational architecture of boards,
one-tier and two-tier model, composition of boards, board members compensation.
Quantitative and qualitative assessment of the level of corporate governance.
Aim
The main aim of the course is to acquaint students with historical development of corporate
governance problem, with methodological means used in this area to show the practical
examples of successful as well as unsuccessful systems of corporate governance and their
reasons, describe possible direction of future development, to elaborate the team assignments
of the analysis of corporate governance in selected companies by student teams.
Outline
 Definition of principal terms, theoretical basis and main methodological accesses
used in corporate governance
 Interrelations between internal and external interest groups (shareholders,
managers, employees, creditors, suppliers, customers, governments and local municipalities,
environmental groups).
 Organizational architecture of corporate boards in different countries (one-tier
model, two- tier model, Japanese, Czech and other models).
 Qualitative analysis of the level of corporate governance, Cadbury principles,
Czech code of corporate governance.
 Quantitative analysis of the level of corporate governance, rating of CG, analysis of
corporate governance by AKTION method.
 State of the art of corporate governance in Czech Republic and its analysis
 Corporate social responsibility and corporate social performance, analysis by
Caroll method, analysis by K-L-D (Kinder- Lydenburg-Domini)
Study load
Full-time studies
Attendance at lectures and seminars 13 x 4 hours 52 hours
Continuous preparatory work for seminars and lectures
(literatures self-studies) 12 x 3 hours 36 hours
Preparation for the test during the semester (self-studies) 10 hours
Article critique (written essay) 18 hours
Preparatory studies for team assignments 30 hours
Company visit and field analysis 32 hours
Elaboration of team assignments and preparatory work for presentation of final report in the
class 30 hours
Total work load 208 hours
Work load schedule in the course of semester
Week Lectures Seminar
Week 1 presentation Creation of teams, methodology of team assignment, discussion
Week 2 presentation Historical roots of CG and methods
Week 3 presentation Prague Stock Exchange visit, discussion with representatives of PSE
Week 4 presentation Analysis of corporate social responsibility, case study
Week 5 presentation Written test, methodological accesses illustration
Week 6 presentation Comparative analysis of CG regulatory measures
Week 7 presentation Comparative analysis of CG organisational architecture in different
countries
Week 8 presentation Rating systems and their application in real cases
Week 9 presentation Czech code of CG, comparative analysis with OECD principles
Week10 presentation Assessment of CG of Czech and foreign companies
Week 11 presentation Presentation of team assignments and discussion
Week 12 presentation Presentation of team assignments and discussion
Week 13 presentation Presentation of team assignments and discussion
final test ahead of schedule
Exam week 1 final test
Exam week 2 evaluation of team assignment
Exam week 3 substitutive term for final test
Exam week 4 substitutive term for team assignment evaluation
Exam week 5 additional term of final grading
System of knowledge assessments
Full-time studies
Passing one test 20 points
Article critique (in written form) 20 points
Evaluation of team assignments 50 points
Class discussion activity 10 points
Total maximum points 100 points
Grading scale
Grade Points
A 93 – 100 %
B 85 – 92 %
C 77 – 84 %
D 69 – 76 %
E 61 – 68 %
FX 55 – 60 %
F 54 % and less
Literature
Priority level ISBN Book title Author Published in
essential 3-540-21399-6 New Corporate Governance Hilb, M. 2005
essential 3-8244-7694-0 Global Differences in Corporate Governance Systems Berndt, M.
2002
optional ISSN
0572-3034 Acta Economica Pragensia
Vol. 12, No. 5 Marek, P. – Malý, M. 2004
optional 0-312-22089-8 The Economics of Transition Lavigne, M. 1999
optional 0-415-20333-3 Organizational Change in Post-Communist Europe Clark, E. –
Soulsby, A. 1999