24 July 2015
on course website
Key Issues of Corporate Governance
In February 2009, the OECD steering group on Corporate Governance concluded that the financial crisis could in part be attributed to failures and weaknesses in corporate governance arrangements. This inspired (semi-) self regulating bodies, governments, the EU and organisations like the OECD to take initiatives to stimulate boards and shareholders to pursue a long term strategy. The question remains, however, whether this will work out and prevent short-termism and excessive risk taking and, if not, what else can be done? This central question will be dealt with in this course from both an economic and legal perspective.
In February 2009, the OECD steering group on Corporate Governance published a report which concluded that the financial crisis could in part be attributed to failures and weaknesses in corporate governance arrangements: “When they were put to a test, corporate governance routines did not serve their purpose to safeguard against excessive risk taking in a number of financial services companies.”
Several weaknesses in the corporate governance routines were identified:
(1) remuneration systems which stimulated executives and managers to pursue short term goals and to take excessive risks;
(2) poor governance of risk management;
(3) inefficient or even wrong board practices; and
(4) not enough possibilities to stimulate shareholders to exercise their rights in an efficient and responsible manner.
This inspired (semi) self-regulating bodies, governments, the EU and organizations like the OECD to take initiatives to improve corporate governance routines and safeguards. Corporate Governance Codes were altered and Codes for Financial Institutions were drafted to stimulate boards and shareholders to pursue a long-term strategies. The European Commission published a Greenbook on Corporate Governance of financial institutions and a Greenbook on Corporate Governance of listed Companies and made a Draft Directive to amend the Shareholders Rights Directive. Bonuses of financial institution executives were capped in the Capital Requirements Directive IV.
The question remains however whether this all will work out and prevent short termism and excessive risk taking and, if not, what else can be done? This central question will be dealt with in the lectures of the course “Key issues in Corporate Governance” from both an economic and legal perspective.
In the first lecture of day 1 several theories behind corporate governance will be explained. After that the mechanisms of corporate governance (markets, law and regulation, gatekeepers and watchdogs and self regulation) will be discussed. Furthermore, the students will be instructed on how to write a paper on failure in the corporate governance of a company in their home country.
The theme of day 2 will be risk management and reporting. The first lecture will be about (the requirements for) risk management and the way this has to be accounted for in the annual report. The second day will also discuss sustainability and integrated reporting.
Day 3 will start with a visit to Euronext Amsterdam, the Dutch stock exchange. Lecture topics will be shareholder value and shareholder litigation.
On day 4, the focus will be on supervisory board systems. The first lecture will discuss one tier vs two tier board systems and processes (decision making, related party transactions). The second and third lectures will focus on executive pay.
Day 5 will be organized together with the Governance University and will be held at a medieval castle in Doorn (transport and lunch will be arranged). In the morning dr. Stefan Peij (director of the Governance University) will organize a workshop on boardroom dynamics. The next lecture will be about directors’ liability. After the lunch the students will present their papers. This course will be concluded with the distribution of certificates.
prof. dr. W.J. Oostwouder (professor of corporate finance law at UU and attorney at law Loyens & loeff NV)
Ambitious bachelor students (from economics, management, business, or law backgrounds) who are keen to know more about Key Issues of Corporate Governance.
To give advanced bachelor students (from economics, management, business and law backgrounds) an insight into the backgrounds and developments of Key Issues of Corporate governance.
This course is an excellent introduction to the LLM/MSc programme Law & Economics/Economics & Law at Utrecht University.
Certificate of Attendance
EUR 825: Course + course materials + housing
The book Corporate Governance, Principles and Issues, Donald Nordberg, London 2011 is included in the fee.
EUR 625: Course + course materials
Utrecht Summer School doesn't offer scholarships for this course.Register for this course
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