This module aims to:

Provide students with a critical awareness of corporate governance that is integrated with and complementary to their learning about strategy, organisation, responsible management and sustainability;

Differentiate the meaning of governance from management and how the difference mediates the practical relationship between the two that is involved in all business firms;

Provide students with an appreciation of the variation in corporate governance thinking and practice within and beyond national business systems and varieties of capitalism;

Provide students with a critical awareness of how governance can go wrong, often with disastrous effects for companies, employees, shareholders, natural environment and the wider public, stimulating students to think about what ends should corporate governance serve and how it is important to sustainability, responsible management and capitalism;

Provide students with an opportunity to evaluate the fitness of corporate governance for challenges of firm profitability, corporate trust and legitimacy, economic growth and sustainable development;

Prepare students for practising corporate governance whether that be as a director, manager, entrepreneur, investor or other parties to the system of corporate governance.

(LO1) Students will be able to demonstrate a critical awareness of, and be able to present and critique concepts and theories of Corporate Governance.

(LO2) Students will be able to analyse scenarios of when and how corporate governance can go wrong thus impacting a variety of stakeholders and/or the natural environment, and evaluate solutions.

(LO3) Students will be able to demonstrate how governance can affect sustainability outcomes.

(LO4) Students will be able to evaluate the differences between governance systems between firms and national contexts.

(LO5) Students will be able to demonstrate a critical awareness of the relationship between corporate governance, sustainability and sustainable development.

(S1) Ethical Awareness
Setting the module in the context of governance problems and sustainability will confront students with governance practices and norms which they can evaluate as good, bad, right, wrong, responsible, irresponsible etc.

(S2) Adaptability
The attention to multiple levels of governance context will teach students that there is no single best model of corporate governance. Effective corporate governance involves understanding of and adaptation to context. Students will have the chance to consider this through examples and cases.

(S3) Problem-solving
The corporate governance literature is laced with examples for students to study corporate problems rooted in, or exacerbated by, governance failure. It is also plentiful in its supply of solutions to such problems which can be considered for their efficacy and practical utility.

(S4) Commercial awareness
The module will cover trade-offs between the interests of one party over another, for example, shareholders versus employees, creditors, wider public. In so doing it will engage students with the dilemma of avoiding profiting from creating problems for society (British Academy, Future of the Corporation, 2022).

(S5) Teamworking, Communication and IT skills
Students will be assessed in groups, so task performance will require skills to work within a diverse team of individuals to accomplish a presentation of high standard that displays effective research and communication skills enabled by IT and other presentational technologies.

(S6) Organisation skills
Group presentation will demand that as a collective individuals will have to come together to address and complete the set task culminating in presentation. The accompanying individual essay will further test individual learning and ability to communicate theoretical arguments and ideas as they relate to practical examples.

(S7) International awareness and life-long learning
The module engages with corporate governance as it is embedded in the institutional and legal framework of nations. Sustainability affords the module a context by which to consider challenges facing governance actors and institutions. Students will develop their appreciation of varieties of corporate governance and they relate to varieties of capitalism and business systems, with implications for their ability to apply ideas to real contexts and settings in present and future times.

2 hour lecture x 5 weeks
3 hour seminar x 5 weeks
36 minutes asynchronous or peer to peer directed learning x 5 weeks
72 hours self-directed learning

Definitions and theories of corporate governance for example, drawing on including contractarian and institutional theories of governance.

Typologies of corporate ownership and control from public to private firms, family, private equity, industrial foundations etc.

Corporate governance company ownership as related to varieties of capitalism and business systems, internal and external mechanisms of corporate governance: for example, regulations, the market for corporate control, boards of directors, contracts and codes of corporate governance.

The role and effectiveness of boards of directors as the decision-making apex of company direction and control.

Alternative concepts of corporate governance and board effectiveness, which extend to: serving stakeholders and shareholders; expecting ‘owner’ engagement and stewardship and serving the needs of environment and society.

Transfer and diffusion of governance concepts and practice to other or ganisational settings and contexts.

The recent history of corporate governance reform and future prospects for change that can help meet challenges presented by sustainability and governance failure.

Ideas about the remaking of capitalism and the role of corporate governance in this challenge.