DBA Corporate Governance

The development of corporate structures from family enterprises to joint-stock companies, driven by the need to attract capital and expand. The curriculum examines the responsibilities of boards and executive management, the effects of globalisation and digitalisation, transparency, shareholder accountability, minority-investor protection and the relationship between corporate governance and sustainable long-term performance.

1. 1.1
   Governance structures in a joint-stock company and the concept of corporate governance
2. 1.2
   Types of investors and their respective interests
3. 1.3
   Characteristics of the joint-stock company
4. 1.4
   Institutional foundations and international principles of corporate governance
5. 1.5
   Models and the contemporary state of corporate governance
6. 1.6
   Corporate development in Russia and developed economies

An examination of internal and external corporate control, controlling shareholdings, market mechanisms, corporate culture, audit and the role of technology in oversight. Attention is given to international standards and convergence, corporate control markets, mergers and acquisitions, institutional investors and the effectiveness of integrated mechanisms for accountability and transparency.

1. 2.1
   The market for corporate control
2. 2.2
   Proxy contests for shareholder representation and participation on the board
3. 2.3
   Bankruptcy as an instrument of corporate control
4. 2.4
   Strategic governance and performance assessment in foreign development finance institutions
5. 2.5
   Legal regulation and governance in companies with state participation

The principles of fairness, accountability, responsibility and transparent disclosure are considered alongside protection of investor rights and the mitigation of conflicts of interest. The topic addresses codes, rules and procedures; board oversight of executives; internal control and audit; and the relevance of international recommendations, including the OECD principles, to national governance systems.

1. 3.1
   Protecting the rights of shareholders and investors in international practice
2. 3.2
   Market value and corporate information transparency
3. 3.3
   Investor expectations and corporate governance standards
4. 3.4
   Reforming rating agency standards during economic crises and international disclosure practices
5. 3.5
   Establishing corporate governance standards in the Russian capital market

The board of directors is studied as a central institution of corporate oversight, strategic planning and risk governance. Its responsibilities include financial oversight, shareholder communication, organisational resilience, transparency, dispute resolution, the supervision of executive management and attention to technological and sustainability-related developments.

1. 4.1
   The highest level of governance within a joint-stock company
2. 4.2
   The general meeting of shareholders and its powers
3. 4.3
   The board of directors in the highest corporate governance structure
4. 4.4
   Board functions and leadership styles
5. 4.5
   Board development and implementation of corporate strategy
6. 4.6
   Evolution of international board practice
7. 4.7
   Practical development of a corporate governance system

This theme examines board composition, operating procedures, committees, corporate secretarial responsibilities, performance assessment and remuneration. It addresses the allocation of authority between boards and executives, the operation of audit and nomination committees, engagement with shareholders and board responsiveness to risks, ethics and changing market conditions.

1. 5.1
   Board composition and structure
2. 5.2
   Board operating procedures
3. 5.3
   Board committees
4. 5.4
   The company secretary or board secretary
5. 5.5
   Evaluation and remuneration of directors
6. 5.6
   Principal challenges facing contemporary boards
7. 5.7
   Systems for the nomination and election of directors

The formation and functions of executive bodies are considered through strategic planning, workforce management, performance oversight, organisational design and governance controls. The topic also examines risk management, communication with stakeholders, corporate culture, management of change, digital innovation and the assessment of executive effectiveness.

1. 6.1
   Composition and appointment of executive bodies
2. 6.2
   Functions of executive bodies
3. 6.3
   Assessment and remuneration of executive management
4. 6.4
   The audit commission of a joint-stock company
5. 6.5
   Management buyouts
6. 6.6
   Optimising interactions between corporate control mechanisms and governing bodies
7. 6.7
   Methods for assessing the effectiveness of corporate governance

The governance challenges of corporate groups, holdings and reorganisation are combined with the requirements of managing extraordinary circumstances. Subjects include legal documentation, the protection of shareholders and creditors, change management, emerging analytical technologies, the human dimensions of restructuring, risk and contingency planning, continuity and corporate responsibility under pressure.

1. 7.1
   Governance challenges and operating characteristics of corporate groups
2. 7.2
   Types of corporate groups, financial-industrial groups and holding companies
3. 7.3
   Reorganisation and corporate governance: protection of shareholders and creditors
4. 7.4
   Stock exchanges and self-regulatory organisations; private enforcement and alternative dispute resolution
5. 7.5
   Improving governance standards in state-owned enterprises
6. 7.6
   Investment in sustainable business development through better governance; corporate governance during emergencies

Corporate social responsibility is examined as an integral part of governance, linking business ethics to the expectations of employees, families, communities and other stakeholders. The programme addresses behavioural codes, the integration of responsible conduct into business processes, internal training and oversight, international differences, transparency, accountability and anti-corruption.

1. 8.1
   The meaning of business ethics
2. 8.2
   The concept of corporate social responsibility
3. 8.3
   Corporate social responsibility standards
4. 8.4
   Codes of corporate governance and business ethics
5. 8.5
   Differences between corporate governance codes
6. 8.6
   Global standards and contemporary approaches to ethical challenges
7. 8.7
   The role of corporate governance in combating corruption

Digital technologies are assessed in relation to shareholder participation, oversight, decision-making speed and transparency. The original curriculum also connects digital corporate governance with alternative governance models, international investor expectations, board recruitment, succession planning and board diversity.

1. 9.1
   Digital legal personality of corporations in Russia
2. 9.2
   Voting technologies in corporate governance
3. 9.3
   Decentralised autonomous organisations (DAOs)
4. 9.3
   Corporate governance models in the Americas, Europe and Asia
5. 9.4
   Developing a corporate governance system recognised by international capital
6. 9.5
   Strengthening the board's recruitment capabilities
7. 9.6
   Succession planning and board diversity

A comprehensive survey of digitalisation throughout governance arrangements: corporate control, board responsibilities, executive operations, regulatory and shareholder safeguards, reorganisation, public-sector corporate governance, CSR, technology businesses and the application of emerging digital tools. The programme also addresses assessment methods, transformation risks and the continuing evaluation of implemented changes.

1. 10.1
   Evolution of digitalisation in corporate structures
2. 10.2
   Operational characteristics of digitalised joint-stock companies
3. 10.3
   Digitalisation of corporate development in Russia
4. 10.4
   Principal forms and mechanisms of digital corporate control
5. 10.5
   Principles and standards of digital corporate governance
6. 10.6
   Principal functions and role of the board in digital corporate management
7. 10.7
   Board development and implementation of digital strategy
8. 10.8
   Evolution of board practice in the digital context
9. 10.9
   Digitalisation of executive bodies within joint-stock companies
10. 10.10
    Digitalisation of the joint-stock company's audit commission
11. 10.11
    Digital methods for assessing corporate governance effectiveness
12. 10.12
    Digital reorganisation and governance of corporate groups
13. 10.13
    Protection of shareholders and creditors during digital reorganisation
14. 10.14
    Digital platforms as instruments for improving governance in state-participated companies
15. 10.15
    Corporate social responsibility and digital technologies
16. 10.16
    Corporate governance in high-technology and information-technology companies
17. 10.17
    A historical and conceptual survey of digital corporate governance
18. 10.18
    Analysis of the adoption of digital transformation technologies by corporate bodies
19. 10.19
    The role of governing bodies in implementing digital transformation
20. 10.20
    Designing a risk management framework for digital governance transformation
21. 10.21
    Improving performance assessment tools for corporate digital transformation

The programme examines digital transformation as a multidimensional organisational process involving data and information systems, management decisions, organisational culture and innovation. Alongside AI, machine learning, CRM, ERP and knowledge management systems, the curriculum considers cybersecurity, data protection, legal and ethical issues, performance monitoring, workforce development and the adjustment of transformation strategies as evidence emerges.

1. 11.1
   Theoretical foundations of digital corporate governance transformation
2. 11.2
   The digital economy and its influence on corporate governance
3. 11.3
   Artificial intelligence and machine learning in corporate governance
4. 11.4
   Digital transformation technologies for corporate governance
5. 11.5
   Customer relationship management (CRM) systems
6. 11.6
   Enterprise resource planning (ERP) systems
7. 11.7
   Knowledge management systems (KMS)
8. 11.8
   Assessing the effectiveness of digital corporate governance transformation
9. 11.9
   Risks and challenges of digital transformation in corporate governance
10. 11.10
    Cases of successful digital transformation implementation
11. 11.11
    Leadership and management in an era of digital transformation
12. 11.12
    Organisational change and cultural adaptation during digital transformation
13. 11.13
    Building teams for successful digital transformation
14. 11.14
    Legal and ethical aspects of digital corporate governance transformation
15. 11.15
    The legislative and regulatory framework for digital transformation
16. 11.16
    Data protection and privacy in digital corporate governance
17. 11.17
    Strategies and practices for implementing digital transformation
18. 11.18
    Sustainable development and continuous renewal in digital corporate governance transformation

This theme considers the transfer of controlling ownership or managerial responsibility within family businesses and between external investors. It addresses succession planning, organisational readiness, financial and non-financial consequences, preservation of values and culture, legal and tax aspects, risk and resistance to change, international approaches and the contribution of technology to successful transitions.

1. 12.1
   Ownership succession planning: approaches and methodologies
2. 12.2
   Assessing organisational readiness for changes in ownership and management
3. 12.3
   Managing succession risks
4. 12.4
   Preparing potential successors: selection criteria and development
5. 12.5
   Socio-psychological aspects of ownership succession
6. 12.6
   Family business governance: particular characteristics and challenges
7. 12.7
   Comparative analysis of international ownership succession practices
8. 12.8
   Strategic succession planning
9. 12.9
   Legal and tax aspects of changes in ownership
10. 12.10
    Preserving corporate culture and values during changes in ownership
11. 12.11
    Technology and innovation in the succession process

A contemporary synthesis of emerging governance questions involving start-ups, investors, boards, technological innovation, sustainability, regulation and the limitations of governance mechanisms. The theme considers AI, big data, blockchain, multinational organisational complexity, transparency, cybersecurity and the practical evaluation of decision-making frameworks.

1. 13.1
   Governance instruments for start-ups, investors and accelerators: accelerating proof of concept and mutually beneficial mergers and acquisitions
2. 13.2
   The limits of corporate governance influence
3. 13.3
   Choosing a board of directors, supervisory board or advisory expert council
4. 13.4
   Teal organisations: advantages, limitations and challenges of applying decentralised management ideas
5. 13.5
   When and how to use a formally scientific basis for corporate decisions
6. 13.6
   Corporate governance during turbulence
7. 13.7
   Fundamentals of digital corporate governance