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Why a course in corporate governance? If you have been following the business news in the last few years, you will have noticed increasing reference to the term corporate governance, often linked to stories about corporate and banking collapse or scandal, executive greed and efforts to make corporations more accountable. Recent events like the coronavirus pandemic, climate challenges and geopolitical instability have now brought about a new set of stories about the social contract – what is appropriate behaviour by corporations towards all their stakeholders when there are global geopolitical risks and potentially devastating economic slumps?

Corporate governance is concerned with the way that corporations are controlled in the interests of usually (though not necessarily) their shareholders and includes the processes by which corporate entities are governed; that is, with the exercise of power over the direction of the enterprise, and the supervision and control of executive actions.

When things go wrong, as in the past cases of Enron, the global financial crisis and the banking industry, and now climate change and geopolitics, there is much discussion initiated by government, business and investor organisations, the press and wider society via social media about how to reform governance. In the past we have seen legal and code reviews, such as the Sarbanes-Oxley Act in the US, and Corporate Governance Code review in the UK. What puzzles many commentators, however, is why, after several decades of attempts to improve the governance of corporations, many of the same kinds of issues seem to recur.

This course unit introduces you to corporate governance as one of the most fascinating areas of modern business. Our approach is to explore issues of governance by understanding how the control of corporations is part of a broader context that includes politics as well as finance, and which deals with questions of ethics as much as of economics. To understand why the governance of firms has increasingly been seen as problematic and why change is considered desirable, but difficult, it is necessary to consider the corporation as part of a more complex set of relationships.

BMAN 30211 has pre-requisites of: BMAN21020

 BMAN21020 

To study corporate governance in its economic, political and legal context, including recent governance scandals

To analyse different intellectual positions about the ownership and control of corporations

To consider comparative international models of corporate governance

To introduce policy positions and debates about better governance.

The course is concerned with various aspects of studying corporate governance in its legal, political and institutional context through:

Considering corporate governance reforms;

The role of the corporation and its responsibilities to shareholders and wider stakeholders;

The exercise of power, and the supervision and control of executive actions; and

The role of corporations in wider international regulation

Lecture content equating to two hours per week will be delivered through a mix of lectures, asynchronous videos, group activities and discussions (see provisional timetable below – for updated/latest details see Canvas). Lecture content has two purposes. First, this material is used to introduce context, concepts and debates in corporate governance. They are not intended to cover all the material required for the exam and you will need to complement the lecture material with your own self-study. Second, they include small group activities based on readings and current topics in CG. Your active participation is required, therefore you must prepare in advance and bring detailed notes with you as all students will be required to take part in informal feedback to the group.

Private study of at least 80 hours is expected for this course. You need to spend time every week preparing in advance for lectures by reviewing any videos provided, reading and carrying out preparation on discussion topics. Each week you should review your notes and undertake follow-up reading. Do make an effort to keep up with the readings and other work set in the course, as this will reduce the amount of work you will need to do for the examination.

Attendance at all lectures is compulsory and will be monitored.

Teaching will be synchronous.

set the problematisation of governance in its legal, political, social and institutional context

understand policy developments, international convergences and differences in governance

distinguish different perspectives on corporate governance and understand their assumptions about key actors, motives and mechanisms

comment on current policy issues

discuss the limits of governance

consider how governance issues are broadening out into a wider social arena

discriminate between relevant and irrelevant information for the purposes of decision making

understand how to use generative AI appropriately

analyse evidence and apply judgement

communicate effectively both orally and in writing

participate actively in class either by leading discussions or responding to issues raised

develop basic information accessing and research skills

Examination (100%)

 

Core Text: Tricker, R (2025) Corporate Governance: Principles, Policies and Practices, 5th edition, Oxford University Press.

Additional reading is provided on the course reading list, available on Canvas.