Faculty Corporate Governance presents: The Programme of an obligatory course of doctoral studies (DBA) in specialism Corporate Governance

Theme 1. Essence and genesis of Corporate Governance.

1.1. Bases of corporate management.
Corporate management is a base of economic growth and you should have an advanced and effective system of corporate management and legislation to let your company resist reality. In this case it is very important to use “the best practice” principles of the corporate management. Therefore this course is devoted to key questions of modern corporate management. Corporate management and its brief history. Basic system of corporate management and relationship between different parts of the control system. Models of corporate management. Interested persons and their role in corporate management. Matrix of levels of corporate management.

1.2. International principles of corporate management.
Key principles of corporate management and concept of corporate management. Standards of corporate management and system of the exchange control. Listing.

1.3. Institutional base of corporate management.
Normative and legal base. Organizations making Institutional base of corporate management. Public sector, private sector, participants of the market, public organizations and educational institutions.

1.4. Effective corporate management as economic necessity.
Simplification of access to the markets of the capital. Increase of efficiency of company activity. Strengthening of reputation. Decrease of expenses for capital formation and increase of the assets value. Expenses for corporate management.

Theme 2. Code of Corporate Governance.

2.1. Code of corporate management.
What is code of corporate management? Main types of codes and their basic differences. The code of corporate management as part of responsible management.

2.2. Corporate codes of ethics.
What is code of ethics and what it is it necessary for? Standards of ethics. Improvement of corporate reputation and image. Improvement of risk and crisis management. How to introduce the code of ethics and practice of introduction.

Theme 3. Board of directors.

3.1. Structure of Board of directors.
When the Board of directors is created? Competence of Board of directors. Qualification of members of Board of directors. Quantitative structure and categories of members of Board of directors. Chairman of Board of directors. Committees of board and committees of Board of directors.

3.2. Powers of Board of directors.
Powers of Board of directors - the general management of activity of the company. Powers of Board of directors connected to assets and authorized capital control, information disclosing, maintenance of a transparency and the rights of shareholders. Term of appointment of Board of directors.

3.3. Operating procedure and election of members of Board of directors.
Election of members of Board of directors and termination of their powers. Nomination and information about candidates. Sessions of Board of directors. The first session and the schedule of further sessions. Quorum, order of participation and making decisions of Board of directors.

3.4. Duties, responsibility and assessment of activity of Board of directors and its members.
Access of members of Board of directors to the information, loyalty, responsibility and discharge from it. Protection of members of Board of directors against the responsibility. Reports of sessions. assessment of Board of directors of its own work, training of members of Board of directors and assessment of their activity. Rewards of members of Board of directors.

Theme 4. Executive bodies.

4.1. Executive bodies, their structure and powers.
Powers of managing director and power of joint body. Requirements to qualification of managing director, members of joint executive body and manager. Structure of joint control body.

4.2. Creation and termination of activity of agencies.
Elections of members of executive bodies. Organization of executive bodies by Board of directors and terms of termination of their activity.

4.3. Work of executive bodies.
Sessions of joint executive bodies, chairman of joint executive body. Quorum of session of  joint executive body, voting and reports of sessions.

4.4. Responsibility and duties of members of joint executive body.
Responsibility, duties and estimation of activity results of executive bodies. Estimation of activity results of executive bodies. Policy in the field of compensations. Payment to the managing director and members of Board in case of early termination of powers.

Theme 5. Corporate secretary.

5.1. Activity and a role of corporate secretary.
Qualification of corporate secretary. Appointment of corporate secretary. Independence and a role of corporate secretary.

5.2. Powers of corporate secretary.
Powers of corporate secretary in the field of policy and practice of corporate management, in relation to Board of directors concerning questions of protection of rights of shareholders and disclosure of information and transparency.

5.3. Professional associations and international organizations.
Association of corporate secretaries, association of independent directors, association on protection of the rights of investors. Global forum on corporate management, International financial corporation and the World bank.

Theme 6. Shareholders and their rights.

6.1. Main points.
Shareholders: reason to become shareholder. Rights of shareholders and their types. Right to vote. Main categories of shares. Duties of shareholders. The questions of corporate management connected to the authorized capital. Dividends.

6.2. State as shareholder and some rights of shareholders.
The right on receipt of the information on activity of the company. Rights of State as shareholder. The right for acquaintance with the list of shareholders. The right of the appeal of decisions of general meeting. The right of priority of purchase of additional shares. Rights of shareholders during liquidation of the company.

6.3. Register of shareholders.
Who should conduct the register of shareholders. Who has access to the register of shareholders and the information included into the register. Information on the registrar and information on the registered persons.

6.4. General meeting.
Types of general meetings. Competence of general meeting and powers which can be delegated. Preparation and conducting of general meeting. Decisions of general meeting. Special features of extraordinary assembly.

6.5. Questions of corporate management connected to securities and essential corporate transactions. Types of securities. Shares and bonds. Primary and derivative tools. Internal and international markets. Issue and converting of securities. Crushing and consolidation of shares. Emitter’s options. Capital formation in the international markets.

Theme 7. Transparency and disclosure of the information.

7.1. Information to be disclosed.
Principles of disclosure of information. Confidential information. Insiders’ information and insiders’ transactions. The personal responsibility for non disclosure of information. The purposes and results of both financial and economic activity. Information on members of both executive bodies and Board of directors.

7.2. Information  to be disclosed  and order of its disclosure.
Disclosure of the information during accommodation of securities. The list affiliated persons. The annual report, quarterly reports and granting of the information to employees of the company. Notifications to bodies of regulation and creditors.

7.3. Voluntary disclosed information and order of its disclosing.
Corporate sites. Mass media. Voluntary disclosed information and its role in work of the growing markets. The quality standards used in case of disclosure of the information regarding accounting reports.

Theme 8. Corporate Governance in group of companies and features of reorganization.

8.1. Features of activity of group of the companies.
Problems of corporate management in group of companies. Relations between the companies in group. Regulation of relations in group of companies in civil-law and other areas of legislation.

8.2. Basic types of groups of companies.
Affiliated and basic companies and relations among them. Dominating and dependent societies. Financial and industrial groups and holding companies.

8.3. Reorganization and questions of corporate management.
Forms of reorganization. Voluntary and obligatory reorganization. The procedure of reorganization. Merge. Connection. Division. Allocation. Transformation. Protection of shareholders and protection of creditors during reorganization.

8.4. Application of the law and ways of legal protection.
Judicial application of the law and application of the law on the part of administrative bodies of regulation. Ways of legal protection. Stock exchanges and the self-adjustable organizations. Role of the public. Independent maintenance application of law and the alternative resolution of disputes.

Case studies are made on the basis of the international practice of corporate governance of world's top companies:

Case 1. Analysis of corporate governance in the company
Case 2.  Effective system of corporate management: who needs it?
Case 3. Committee on audit and increase of cost of the company
Case 4  Stereotypes and myths of corporate management
Case 5. Role of Board of directors in management of the company
Case 6. Corporate secretary: zone of the responsibility
Case 7. Managing director and Board of directors: to pass Rubicon
Case 8. Era of captures: ethical standards and code of business ethics

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