Responsible Governance

This course will be taught from three different yet interrelated perspectives - Accounting, Finance and Strategy. The Accounting sessions (Module 1) will focus on corporate accountability and the role of disclosure, reporting and performance metrics in achieving corporate governance. This enables a discussion of the regulatory and best practice frameworks that enable corporate actors to govern responsibly. The module also addresses investor demands for the integration of Environmental, Social and Governance (ESG) metrics in executive compensation. Students are encouraged to be critical of the efficacy, measurement and completeness of metrics used in directing executives’ attention to financial, environmental and social goals. The Finance sessions (Module 2) will focus on the role of governance rules and practices in how decisions are made to balance the interests of a company’s many stakeholders. The module will start by examining the relationship between governance and strategic risk taking (or avoiding). Since governance is designed to manage the Agency Problem, we will consider the role of control and how management does (should?) make important financial, strategic and social decisions. The Strategy sessions (Module 3) will focus on deepening our understanding of the phrase “in the best interests of the corporation” from the Canadian Business Corporations Act. We will examine this from the perspective of senior leaders such as CEOs, business unit leaders, former CEOs and founders. In addition, we will discuss court decisions that have impacted our understanding of the above phrase and the role of activist investors and boards in decisions that impact whether an organization survives or prospers. Finally, we assess corporate governance from a stakeholder perspective, e.g., debtholders.