corporategovernance

Corporate Governance

For May 10, 2023 session (last contact/lecture session):

CASE GROUP ESSAY (10 pts.): The “New Governance Models” mentioned in the lecture include: Humanistic Management, Ethical Banking, Social & Solidarity Economy, Economy of Francesco, Inclusive Capitalism.

Instruction: Choose one (1) of the ‘new governance models’ and describe it briefly. Think of a small business or enterprise that you could potentially set up under the ‘new governance model’ you selected and describe what your enterprise would do (in terms of vision, objectives, beneficiaries, major characteristics). E.g. A workers’ cooperative that would form part of the Social & Solidarity Economy; a Café that would hire persons with disabilities (PWD) as part of ‘inclusive capitalism’; etc.

Deadline: May 10, 2023, 6PM. Send to adracelis@up.edu.ph

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Guide (to the new governance models) and examples:


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For March 10, 2023 session: MENTIMETER WORD CLOUD

Go to: menti.com

enter the code: 1893 9337

After the class, please read this:

The important group "Business Roundtable", in Aug. 2019, adopted a statement regarding the purpose of the corporation, as follows:

"that companies should serve not only their shareholders, but also deliver value to their customers, invest in employees, deal fairly with suppliers and support the communities in which they operate."

There were varied reactions from investors, the global business community, legal pundits, academics, regulators, etc. agreeing or disagreeing with the statement. An article in Harvard Law said that "to state that a corporation will act to further the interests of constituencies other than shareholders is legally incorrect." A Fortune magazine article said that the statement is "very relevant and crucial". Another HBR article says it's "just empty rhetoric". How would you react to the statement? and what are your reactions to such reactions?

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BA 193 - CORPORATE GOVERNANCE

Virata School of Business, University of the Philippines

Instructor: Prof. Aliza D. Racelis

I.         Identifying and Descriptive Information

 

Principles, concepts and best practices of controlling and managing the relationships and interests of the firm’s primary stakeholders (shareholders, the board of directors and top management); application of ethical decision making in business organizations.

II.       Course Objectives:


At the end of the course, the students are expected to:

 

1)           demonstrate understanding of the relationships and interests of the firm’s primary

stakeholders (shareholders, the board of directors and top management);

2)           identify the roles, responsibilities of the board of directors to the firm’s stakeholders; and apply corporate governance concepts and principles in decision making in organizations.  

III.      Textbook:

 Readings in Corporate Governance. 2020. Ed. Roman, E.R., Ybañez, R.C. & Gutierrez, B.P., UPBRF and DCF (Virata School of Business, UP).

To buy this book, please email your order to Ms. Cora Manalang at corazon.manalang@gmail.com . Please get instructions from Ms. Cora on how payment should be done and when the book will be available for pick up. Kindly arrange for pick up and delivery of your book to your house yourself.


IV.      Course Outline

Part I:

A. Introduction to Corporate Governance

B. The Corporation as a Form of Business Organization 

C. Board Structure

D. The Role and Responsibilities of the Board 

Readings:

      1.  Introduction to Corporate Governance

2.  Code of Corporate Governance for Publicly-Listed Companies

3.      Profile of Independent Directors in Selected Philippine Publicly Listed Companies (PLC) by Sector

4.     A Comparative Analysis of Corporate Governance Structures in the World 

  E. Theories of Corporate Governance 

Readings:

      1.  Stakeholder Theory and Corporate Governance

2.     Who Has the Power in Corporate Governance: Managers, Shareholders, or Board of Directors?

3.     Corporate Governance and the SEC 

F. Ownership Structure Issues 

Readings:

      1.  Ownership Structure and Control Rights

      2.     Corporate Governance and Minority Stockholders 


Part II:

G. The Role of Regulators and External Auditors

·        The Philippine Stock Exchange

·        Securities and Exchange Commission and other regulators (Bangko Sentral ng Pilipinas, Insurance Commission)

 

Readings:

1.  Dealing with the Regulators

2.     Corporate Governance and Financial Reporting

3.  Internal Control Systems and Internal Audit: Corporate Governance Tools

4.  Corporate Governance and Risk Assessment & Management

5.     The Role of the Board of Directors in Information Technology Management 


 H. Business Ethics and Corporate Social Responsibility 


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V.      Course Schedule & Course Tasks:

Part I:

--> Feb. 15-17: Please peruse the Course Outline on your own.

Watch this video: https://www.youtube.com/watch?v=sGhJyAYZj9o

A. Introduction to Corporate Governance

B. The Corporation as a Form of Business Organization 

C. Board Structure; The Role and Responsibilities of the Board 

D. Theories of Corporate Governance

E. Who Has the Power in Corporate Governance?

F. Stakeholder Theory


G. Ownership Structure Issues

H. Corporate Governance and Minority Stockholders

Part II:

II.a.

A. The Role of Regulators and Internal Auditors

B. Internal Control Systems and Internal Audit

C. Risk Assessment & Management

D. Information Technology Governance

II.b.

E. Corporate Governance and Business Ethics 

F. Corporate Governance and Social Responsibility


--> May __, 2023  - CASE 1


--> May __, 2023  - CASE 2


--> May __, 2023  - FINAL EXAMINATION


VI.  COURSE REQUIREMENTS

1.     Individual Reflection Papers

2.     Final Examination

3.     Group Case Analysis

4.     Quizzes/Class participation

VII. University Rules: Honesty and Integrity.

The University does not condone academic cheating or plagiarism in any form. UP faculty have, at their disposal, the use of plagiarism-check technology/software.  Thus, UP students are expected to adhere to our beloved values of honor and excellence, by exercising utmost honesty, fairness and integrity in their academic work.