Final Presentation Topics
The process is:
Think of a topic (something we haven't covered in class or an expansion of a topic we did cover). See the syllabus for some ideas.
Send you idea to me in an email (×××@ucdenver.edu)
Post your topic here to reserve it. Click the EDIT button on the top right of the page to get into edit mode. Be sure to Save afterwards!
I'll either approve it or suggest changes.
You should have an approved topic by early November.
Start working on your project.
By December 1st post your presentation in the appropriate discussion area.
Project Guidelines
Final Project Presentations (100 points) due December 8th
During the class every student will present a pre-approved topic (Topic due by mid-November) that hasn't been covered in the class or that elaborates on a topic we touched on.
Presentation format information
The presentations will be posted in a discussion area. If you are looking at your own company and including proprietary information that you don’t want to share with classmates, write me and we’ll work out submission details.
The presentation should be between 500 and 1200 words and 3 to 10 images as appropriate. Brevity is always appreciated! You should begin with a title, your name and a paragraph that explains why you choose the topic. Include a few references, especially to your main sources.
I prefer topic that do some analysis or add-value beyond a list of facts. So if you are looking at the corporate governance standards in a country do not just give us a list, explain how the rules reflect the culture or economics of tat country. If you are having trouble with the 'analysis' aspect of a topic email me and we can discuss how to add that.
topic example：
Date Name Topic
10 Oct. 2018 Jonathan Morrow Women in the C-Suite
10/10/2018 Mark Novotny Fiesta Bowl Corp Misbehavior
10/10/2018. Brad Nelson. Mechanisms for controlling CEO pay.
.10/10/18 Hannah Robinson. Non-profit governance.
10.10.18 Brian Hughes Romanian Corporate Governance
10/11/2018. Clark Davis. Inside the Red Cross: A Complete Failure in Compliance and Internal Ethics.
10.12.18 Piers Wendlandt Rio Tinto Bribery/Corruption
.10.12.2018 Sheela Kailasam. Governance of Electric Scooters.
10/16/18 Alexander Stein Wells Fargo Corporate Fraud
10/16/18 Srikanth Gurram Corporate Governance in India
10/16/18 Kyle Miller Theronos Fraud
10/23/18 Kurt Brandly Governance for Startups
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Course Syllabus
Jump to Today
University of Colorado At Denver Online MBA Program
FNCE/INTB 6411-International Corporate Governance
Fall 2018 – August 20 through December 12
Dr. John Byrd
Telephone: 970-247-9182 (Home: before 9:30 p.m. please)
e-mail: john.byrd@ucdenver.edu
What is this course about?
This course is about corporations and making them more responsive and responsible to shareholders, other stakeholders, and society as a
whole. More dramatically, this course is about curbing the greed and egoism that can come from a person or group of people having too
much power and too little accountability. It is a course that I hope will explain some of the tragic financial events of the past decade –
economic crises and corporate collapses – and the remedies being proposed to address those tragedies.
Corporations are amazing organizations. They combine huge amounts of capital with hundreds, or hundreds of thousands, of employees
to produce a myriad of products and services with enormous efficiency. This efficiency arises from professional managers using funds
raised in competitive, and thereby low cost, capital markets. However, inherent in the design of corporations are potential conflicts. The
primary conflict arises because professional managers typically have a very small ownership stake in the company they manage.
Managers receive value from their compensation, job perks and ownership in the company, but shareholders are only owners. This
seemingly small difference can lead to managers preferring very different corporate decisions than shareholders. These divergences can
range from slight and subtle differences in corporate strategy to examples of enormous greed and serious ethical misconduct. As we have
seen over the past few years, if left unattended these conflicts can destroy corporate value and devastate economies.
Corporate governance in large part focuses on how to align the interests of managers with those of shareholders. Compensation, the
composition of boards of directors, financial auditing, and capital market monitoring, are parts of the governance system in most countries.
But governance systems vary across nations, reflecting different cultures, histories, legal and economic systems, and attitudes about the
role of business in society. Some of these systems have succeeded and endured, others have worked for a while and been discarded or
modified. We will look at a variety of these to see their advantages and disadvantages. We will initially use the United States as our study
area, and then expand our scope to include Europe and Asia.
We begin the class by looking at the primary question in corporate governance: What is the goal of a corporation? Answering this question
is not as simple as you’d think. If you have had a couple of business classes you have almost certainly heard the pat answer, ‘shareholder
wealth maximization.’ But others advocate a broader ‘stakeholder’ approach to corporate goals. We will consider this debate, and
hopefully you will leave the class with a better-informed sense of where your stand along that shareholder-stakeholder spectrum.
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I am looking forward to an exciting semester!
How will this course work?
Read, write and discuss. Corporate governance is still evolving so most topics remain open to debate. Therefore, the class is designed to
have a great deal of discussion. I hope that the discussions will help you gain a better understanding of the material and develop informed
opinions about some of the key topics in corporate governance.
The readings include articles from academic and practitioner journals and business magazines and newspapers. There is no assigned
textbook. Instead we will use articles from the public domain. The class includes a number of case analyses based on real companies.
The course packet can be purchased from Harvard Business School Publishing using this URL:
https://hbsp.harvard.edu/import/560503
.
There will be a final project and a final exam.
This is an online class using Canvas. Logon to Canvas at: https://ucdenver.instructure.com
Course Objec!ves
There are some concepts that are fundamental to corporate governance. The list of objectives reflects what I feel some of these are. I
hope by the end of the class you feel comfortable dealing with these topics.
1. What is the ultimate goal(s) of a corporation?
2. Corporate structure and the concept of agent-principal relationships.
3. How does corporate structure vary between countries?
4. What is shareholder activism and does it work?
5. Is executive compensation too high? What is a compensation plan trying to do?
6. Executive stock options: What are they? What incentives do they create? How are they valued?
7. The duties of directors. What is director independence and will it improve governance?
8. What are the key elements in most international codes of best governance practice?
9. What governance role do institutions outside of the firm play (e.g. capital markets)?
10. Where can you find governance data?
11. What evidence is there that ‘better’ corporate governance matters?
12. What are some of the governance challenges facing emerging economies?
13. What are some trends in corporate governance? Will they be effective?
Course Materials
Textbook: There is no textbook for this class. Most of the cases are from Harvard Business School Publishing (for purchase and download)
at the following URL:
https://hbsp.harvard.edu/import/560503
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The cases are delivered electronically. The total cost for the 14 cases and notes should be about $55.25.
If you need technical assistance, please contact Harvard Business Publishing Tech Help line at (800) 810-8858; or
email techhelp@hbsp.harvard.edu (mailto:techhelp@hbsp.harvard.edu) . Customer Service is available 24 hours day, 7 days a week
Other readings are available on the class website for free download.
Class Activities and Grading
Final grades will be assigned by comparing the total points earned by each student to the total points possible. The CU-Denver’s Business
School suggests that the average grade in a graduate class be between 3.1 and 3.5 (B to B+/A-). In most classes I tend to be at the high
end of that range, and suspect I will be in this class. The various graded activities are shown in the table:
Activities/Deliverables Points
Al Dunlap Response (due August 29) 50
Turing Pharmaceutical case (due Sept 5) 50
Case Responses (4 @ 50)
At least 1 before Oct 15 and 2 after Oct 15.
200
Options Quiz/Worksheet (Available Sept 25
to October 7)
25
Essay on Governance Institutions (October
28)
25
Proxy data collection (Due November 4 –
flexible due date)
25
Final Project Presentation (post by
December 8 )
100
Exam (Case & Questions due December 12) 75
Discussion participation 50
Total 600
h
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Assignment Details
Case Responses (300 points: 6 at 50 each)
We will read 11 cases during the semester. The first two cases – Al Dunlap at Sunbeam and Turing Pharmaceuticals – are required for
everyone. In addition to these two reports, you must submit four (4) more case responses. You can choose the cases you want to do –
there is no prior sign-up required – but at least one response has to be for a domestic case (through the Martha Stewart case due on
October 11) and at least two from international cases (Volkswagen through Olympus).
The response should be no more than 2 pages or about 800 words addressing several (3 to 7) assigned questions. The case responses
are due on Wednesday evening (7:00 pm Denver time) of the week the case is scheduled. The discussion will begin at that time, and to
receive credit the response has to arrive before the discussion starts. Case questions are given on the class website and further down in
this syllabus.
Discussion participation (50 points)
Each case, as well as Weeks 9 and 10, and the final projects, will have an accompanying discussion. I haven’t found a good way to score
participation. Here is how I assign discussion scores. At the end of the semester I copy all the postings and toss out the “I agree” and
other 2 or 3 word postings. I then count three things: How many different discussions you participated in, how many contributions you
made in total and per discussion. The person (people) with the highest number gets 100% of the points, and scores ramp down from
there. To earn 90% of the points you should participate in 9 or 10 of the 14 possible discussions and make significant comments in 5 or 6.
For 80% of the points you should participate in 6 or 8 different discussions and make multiple entries in several of them.
Options Valuation Online Worksheet (25 points – available September 25 - October 7
Stock-based compensation is common in most large companies. Hopefully, you will receive lots and lots of this type of pay during your
career. To make sure you understand some of the nuances of stock-based instruments I have created a worksheet and online quiz that will
help you learn the basics.
Institutions for Governance (25 points - due October 28th some flexibility)
To prepare for the international segment of the class we need to think about the institutions that must be in place and working effectively for
the governance mechanisms to also be effective. This will be short – 500 words – in an annotated bullet list. There will be a peer review
process to help you hone your ideas and make sure you have included the key items.
Proxy Data Assignment (25 points - due November 4th – but any time in November is fine)
To become familiar with governance data sources I would like you to collect data from a company proxy statement. A template for the
assignment is attached at the very end of this syllabus and will be posted on the class website. I will share your data with the class.
Final Exam (75 points – due December 12th – Firm deadline)
The final will be distributed about December 5th and will be due December 12th. It will be a case analysis (Manfold Toys) and some
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questions (you respond to 2 of 3 or something like that). It is not long – 3 or 4 pages maximum.
Final Project Presentations (100 points - due December 8th – Firm deadline)
Every student will post a presentation on a pre-approved topic (Topics due about November 20th) that hasn't been covered in the class or
that elaborates on a topic we touched on.
Presentation format information
The presentations will be posted in a discussion area. If you are looking at your own company and including proprietary information that
you don’t want to share with classmates, write me and we’ll work out submission details. The presentation should be between 500 and
1000 words and 3 to 10 images as appropriate. You should begin with a title, your name and a paragraph that explains why you choose the
topic. Include a few references, especially to your main sources.
Grading presentations
A good grade requires that you have pushed beyond what we could find in a fairly thorough internet search. You should highlight where
you are making a contribution (e.g., “My analysis finds,” “In my opinion,” or “My recommendations are,” etc.). Topics should be narrow
enough that you can provide detail and nuances within the word/image limit. I will discourage broad overviews such as a review of a
country’s entire corporate governance system.
Possible topics
There are lots of governance topics that we won’t be able cover in the class. Corporate or non-corporate misbehavior (Fiesta Bowl, FIFA,
Red Cross in Haiti) is always fascinating. Other topics that I find interesting are: The voting on shareholder proposals, Chinese reverse
mergers, new ways for paying executives, board diversity quotas, why few CEOs are women, how the media treats governance issues, the
role of takeovers as a governing mechanism, examining and critiquing governance rating schemes, the special governance issues of very
small or start-up companies, not-for-profit organizations, or unique governance details or provisions in specific countries.
Schedule of topics and assignments
Week Topic
Case (Bold = in Harvard
packet)
1 20-Aug
Introductions; Background
reading
2 27-Aug
Role of the Corporation:
Shareholders vs.
Stakeholders
Al Dunlap (Everyone)
3 3-Sep
Role of corporation: Drug
Pricing
Turing (Everyone)
4 10-Sep Directors Circon
5 17-Sep
Introduction to Compensation
and Options
Articles; Worksheet
6 24-Sep CEO Performance &
Compensation
Apache (Not in packet)
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7 1-Oct Family/Dual-Class Shares New York Times
8 8-Oct Insider Trading Martha Stewart
9 15-Oct Shareholder Activism Articles; no case
10 22-Oct Institutions for governance
Discussion & Essay
(Everyone)
11 29-Oct European Governance Volkswagen
12 5-Nov Russia Hermitage
13 12-Nov China PetroChina
14 19-Nov Thanksgiving Break
15 26-Nov India Satyam
16 3-Dec Japan
Olympus (not in HBSP
packet)
17 10-Dec Exam (due Dec 12th)
Final presentations (due
Dec 8th)
Key Dates
Everyone does the Dunlap case (Week 2) and the Turing case (Week 3). You must submit 4 more case responses with at least one case
response from Circon through Martha Stewart -, and at least two responses for cases from the five international cases - Europe, Russia,
China, India and Japan. Responses are due on Wednesday evenings.
29-Aug Al Dunlap: Case response due by 7:00 pm (Required)
5-Sept Turing Pharmaceuticals due by 7:00 pm (Required)
12-Sept Circon: Case response due by 7:00 pm
26-Sept Apache (not in HBSP packet): Case response due by 7:00 pm
3-Oct New York Times – Family Control/Dual Class: Case response due by 7:00 pm
7-Oct Complete online Option Pricing problems (Based on worksheet) (Required)
10-Oct Martha Stewart – Insider Trading: Case response due by 7:00 pm
28-Oct Governance Institutions essays due (Required)
31-Oct Volkswagen: Case response due by 7:00 pm
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4-Nov Proxy Data Due (Very flexible due date) (Required)
7-Nov Hermitage: Case response due by 7:00 pm
14-Nov PetroChina: Case response due by 7:00 pm
18-Nov Final Presentation topic should be approved
28-Nov Satyam: Case response due by 7:00 pm
5-Dec Olympus (Articles; no case) : Case response due by 7:00 pm
8-Dec Presentations Due (Post in designated Discussion Area) (Required)
12-Dec Exam (available about December 5 , due December 12 ) (Required)
Case Packet (Purchased from Harvard Business School Publishing)
https://hbsp.harvard.edu/import/560503
Week 2: Al Dunlap at Sunbeam, Brian Hall, Rakesh Khurana and Carleen Madigan.
Week 3: Truing Pharmaceuticals, Erin McCormick and Craig Smith.
Week 4: Circon (A) (Abridged), Brian Hall ,Christopher Rose and Guhan Subramanian.
Week 7: The New York Times Co., Belén Villalonga and Christopher Hartman.
Week 7: Dual Class Share Companies, Samuel Hayes, Lynn Paine and Christopher Bruner.
Week 8: Martha Stewart (A), Lynn Sharp Paine; Christopher M. Bruner
Week 8: Note on Insider Trading Liability, Lynn Sharp Paine; Christopher M. Bruner
Week 10: Spotting Institutional Voids in Emerging Markets, Tarun Khanna and Krishna Palepu.
Week 11: Dieselgate? Marcus Schuetz
th th
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Week 12: The Hermitage Fund: Media and Corporate Governance in Russia, Alexander Dyck.
Week 13: PetroChina: International Corporate Governance with Chinese Characteristics John Child, Sang Xu and Mary Ho.
Week 15: Corporate Governance Failure at Satyam, Vanita Yadav and C.V. Baxi.
Week 17: Manfold Toy Company: Corporate Governance and Ethics for Directors and Professionals, Jeroen Van Den Berg, Say
Goo.
Additional cases not in HBSP packet
Week 5: Compensation at Apache Petroleum, John Byrd and Kent Hickman, 2008.
Week 13: Olympus (posted in class website)
Reading List: Readings posted in weekly modules
Other Policies
Extra Credit Policy: There are no extra credit opportunities in this class. I do give people who score less than 80% on the on-line quizzes
extra problems to work to raise their score to 80%. No score improvement opportunities exist for the mid-term exam or the final exam.
Grades of "Incomplete": Incomplete grades are given when unexpected emergencies prevent a student from completing a significant
assignment at the end of the class. Students have up to one year (three semesters) to complete course requirements or the “I” turns into
an “F.”.
Group Work Policy: There is no group work in this class.
Writing Center: The class includes several essays. If you would like help with your writing, there is a Writing Center on the Auraria
campus. You can learn about its services here:
http://www.ucdenver.edu/academics/colleges/CLAS/Centers/writing/Pages/TheWritingCenter.aspx
(http://www.ucdenver.edu/academics/colleges/CLAS/Centers/writing/Pages/TheWritingCenter.aspx)
Attendance and Activity in the Class: I assume everyone is mature enough to organize when and how often they access the class
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material so it fits their family, work, life schedule, and provides enough time to learn the material. I don’t check whether or how much
people have logged onto the class website. I have tried to build some flexibility into the class in terms of allowing you to choose some of
the cases you write responses to. I expect you will choose cases that match your interests and fit into your schedule.
Academic Honesty: Student Code of Conduct: Students are expected to know, understand, and comply with the ethical standards of the
university, including rules against plagiarism, cheating, fabrication and falsification, multiple submissions, misuse of academic materials,
and complicity in academic dishonesty.
When you login to your courses using your CU Denver login credentials you are certifying that the person logging in is you. As such,
providing your login credentials to any other individual and allowing them to login to a course on your behalf is considered academic
dishonesty.
Case Ques!ons for response essays
Submit your cases responses with your answers numbered, so I know where one response ends and the next begins.
Week 2: Al Dunlap at Sunbeam
1. Consider Dunlap's statements on pages 4 and 5 of the case:
"If you see an annual report with the term 'stakeholders,' put it down and run, don't walk, away from the company. It means the company
has its priorities upside down."
"Stakeholders! Every time I hear the word, I ask, 'How much did they pay for their stake? Stakeholders don't pay a penny for their stake.
There is only one constituency I am concerned about and that is the shareholders."
"When I become 'Rambo in Pinstripes' or 'Chainsaw Al', who sells assets and fires people, I have empathy for those let go. But what I keep
uppermost in my mind is not that I cut away 35%, but that I saved 65%."
Do you agree or disagree with Dunlap's view of shareholder primacy? Explain why or why not.
2. Dunlap was known as a turn-around expert. Identify and discuss some ways that Dunlap's decisions at Sunbeam seem contrary to
focusing on turning Sunbeam around? That is, are there decisions that Dunlap made at Sunbeam that suggest he may have
succumbed to some of the agency issues that he had been hired to solve?
3. Discuss the role of the Sunbeam board of directors in this situation. In your answer be sure to address the following four issues:
Did the board represent shareholders well in their initial compensation negotiations with Dunlap? Was the compensation package welldesigned?
What about in negotiating the second remuneration package in February 1998? Was it excessive? Was it necessary?
Critique the board's actions from February 1998 through June 1998. In February they renewed Dunlap's contract and awarded him with
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a salary increase, 300,000 shares and 3,750,000 options. On June 15, 1998, they fired him. How could such a shift occur?
Was the board's decision to fire Dunlap in June 1998 was appropriate? Why or why not?
Week 3: Turing Pharmaceuticals
1. Do you agree or disagree with Martin Shkreli , when he says, “No one wants to say it, no one's proud of it, but this is a capitalist society,
capitalist system and capitalist rules. My investors expect me to maximize profits, not to minimize them, or go half, or go 70 percent, but
to go to 100 percent of the profit curve that we're all taught in MBA class.”
2. Should different companies have different societal requirements depending on the importance of the products they manufacture? That
is, should pharmaceutical companies behave differently than our current shareholder maximization model prescribes? If so, then what
about tobacco companies or companies producing entertainment for children?
3. What is the business model of traditional research-based pharmaceutical companies? Contrast that with the business model of Turing
and Valeant?
4. Suppose a person has to have a specific medicine but cannot afford it. What does that imply about the invisible hand’s ability to allocate
resources or about capitalism and well-being?
Week 4: Circon
1. Should Auhll have taken Surgical's initial offer of $18 per share? What type of growth does Circon need to be worth more than $18.00
per share?
2. What are the benefits of laws like those in Delaware designed to allow companies to defend against takeover attempts? If the poison pill
had been activated how would it impact shareholders? If such laws are in place to protect shareholders, did it work in the Circon
situation?
3. In Cloutier's position, how would you handle the situation described at the end of the case (page 14)? Choose and defend one of the
following three alternatives: Stay on the board and do nothing, Stay on the board an oppose Auhll, or resign from the board.
Week 6: Compensation at Apache Petroleum
1. What should a good compensation plan for executives and other employees accomplish?
2. Did Apache’s 2000 Share Appreciation Plan satisfy the criteria you developed in your answer to question 1? Carefully explain why or
why not.
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3. Did the plan reward outstanding performance?
4. Is Apache’s Share Appreciation Plan good for shareholders, stakeholders (e.g., employees) or both? Who are the big winners?
5. Should Ms. Ralston support the renewal of Apache's Share Appreciation Plan in 2005? Explain why or why not.
Week 7: The New York Times Co.
1. Why is the newspaper industry so family controlled? What other industries have a lot of family-controlled companies? What attributes
might support family control?
2. How is family control achieved in large publicly-traded companies? Do you agree with the idea that a group of shareholders (the family)
should have more votes than others with a similar ownership stake?
3. Why are the dissenting shareholders (e.g., Morgan Stanley Investment Management) withholding their votes for the board? What else
could they do?
4. How should Arthur Sulzberger, Jr. respond to Morgan Stanley's proposal to put the dual share structure to a vote?
Week 8: Martha Stewart (A)
1. Did Martha Stewart engage in insider trading? Explain why or why not.
2. Is the case brought against her really about insider trading, or is it about something else?
3. Did Martha Stewart violate her duties to MSLO shareholders? Why do you think she did what she did?
4. Martha Stewart said that, this was a, “small personal matter that was blown way out of proportion.” Is she right? Was justice done?
Week 11: Corporate Governance in Europe - Volkswagen
1. Comment on the different corporate governance structure at Volkswagen compared to a typical US company.
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2. Do you think that Volkswagen corporate governance structure contributed to the Dieselgate scandal? Explain why or why not?
3. What leadership factors contributed to Dieselgate?
4. Do you think the fines (as much as we know at this time) are appropriate? What else could have been done that might have been more
effective?
5. How will Volkswagen repair its corporate and CSR reputation?
Week 12: The Hermitage Fund: Media and Corporate Governance in Russia
1. What are the various ways that managers in Russia extract value out of their companies disproportionate to their equity stakes? Which
of these methods seems to be peculiar to the Russia?
2. Why do Russian firms have such severe problems of poor corporate governance? What institutions and/or mechanisms are missing or
are ineffective?
3. Why was Browder particularly interested in taking a large stake in Gazprom?
4. What is Browder’s investment strategy? How does it differ from traditional mutual fund investing? Does his strategy apply only to
emerging markets, or do we see similar strategies employed in developed economies? Why don’t other investment managers pursue
an activist strategy like Browder’s?
5. Very specifically, how does Browder use the media, which media does he focus on and why that media group?
6. The case ends in the summer of 2002. What should Browder do from this point? Should he maintain, revise or quit his media-based
strategy? What other business events may make this strategy less effective in the future?
Week 13: PetroChina: International Corporate Governance with Chinese Characteristics
1. Why does corporate governance matter in China’s capital markets?
2. What special problems does PetroChina’s corporate governance structure have?
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3. What conditions are needed for further reforms in PetroChina’s corporate governance?
4. How could minority shareholders be harmed given PetroChina’s current corporate governance structure?
Week 14: Thanksgiving Holiday
Week 15: Corporate Governance Failure at Satyam
1. Should independent outside directors have been able to discover this fraud? What are the linkages between (1) corporate executives,
(2) non-executive directors and (3) auditors? Where are these linkages particularly weak?
2. Before the scandal emerged Satyam’s governance was seen as excellent. What does this say about governance rating schemes and
our ability to design effective systems?
3. Can a corporate governance structure be designed that will prevent all types of fraud? Does this fraud call for more rules and laws?
4. The US government decided that Enron and Arthur Andersen should cease to exist after the Enron scandal. Do you think the Indian
government’s strategy toward Satyam is better or worse than the US’s strategy toward Enron and Arthur Andersen?
Week 16: Olympus – Corporate Governance in Japan
1. What was the primary transgression at Olympus? Why would a consumer product company such as Olympus want to conceal losses?
2. What was Woodford hired to do, and why was an outsider brought in?
3. Is it likely that Woodford could be successful in changing Olympus in any significant way? Relate this to corporate culture in Japan.
4. Do you think Woodford did the right thing in being a whistleblower?
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6411 Proxy Data Assignment
Due November 4th (this is a flexible due date – any time in November is fine)
Governance information is primarily reported in a company’s annual proxy statement (DEF 14-A), which is filed with the SEC 8 to 10 weeks
before the company’s annual meeting. A good source for other information is Yahoo! Finance, particularly the Key Statistics page. The
data I would like you to collect is shown in the table. Insert your data in the table. Some numbers may be large but include all the zeroes,
so four million should be inserted as 4,000,000. Do not insert it as 4 million, because I won’t be able to paste the data into a spreadsheet
without retyping it. Data definitions are given below.
You can delete all the writing, and just submit the completed table in the Proxy Submission Area under Assignments in our Canvas class
website.
Item Data
Your Name
Company Name
Company Ticker Symbol
Where traded (NYSE, NASDAQ,
etc)
Size (Market Capitalization)
Total Shareholder Return (Two
years)
CEO Name
CEO Tenure
CEO Salary
Total CEO Compensation
Board size
Number of Inside Directors
Number of Affiliated Outside
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Number of Independent Outside
Longest tenure of director
Size (Market Capitalization): Current value of common stock, which is number of shares times share price. This is on the Key Statistics
page of Yahoo! Finance for most US companies.
Total Shareholder Return (Two years): You can compute this by finding the share price two years ago, all dividends paid between then
and now, and the current share price. In Yahoo!Finance use the Historical Prices page to extract this data. The computation is:
Example: Caterpillar’s (CAT) share price on February 26 2013 was $89.95. On February 25, 2011 it was $97.93. Using the Dividends Only
option I found that CAT paid $3.84 of dividends per share. The total return is:
CEO Tenure: How many years has this person held the CEO position?
CEO Salary: The fixed salary amount for the CEO in the most recent proxy statement.
Total CEO Compensation: Total pay: Salary, stock options, deferred compensation, etc. This can be a big number.
Board size: Total number of directors.
Number of Inside Directors: Inside directors are current employees of the company or anyone employed by the company within the last 3
years. Also, immediate family members of current employees, e.g., the CEO’s spouse, are usually considered insiders.
Number of Affiliated Outside: A director with an affiliation that might cloud their objectivity or willingness to confront the CEO. These are
not common. An example might be an attorney whose firm is on retainer to the company. Sometimes there is a section in the proxy
statement titled something like Certain Other Relationships that discusses possible affiliations.
Number of Independent Outside: The most common category. Look for a section of the proxy titled Director Independence for how the
company categorizes directors.
Longest tenure of any director: The number of years has the director with the most years on the board been serving. To find this
information, look at the year that the person became a director in the proxy statement in the director bios section.
Syllabus for Internatnl Corporate Governace E01 2018/10/25 9)49
https://ucdenver.instructure.com/courses/395435/assignments/syllabus 16 16
Course Summary:
Date Details
Wed Aug 29, 2018 ! Al Dunlap Report Submission (#1 of 6)
(https://ucdenver.instructure.com/courses/395435/assignments/571354)
due by 7pm
Wed Sep 5, 2018 ! Turing Pharmaceuticals Submission area
(https://ucdenver.instructure.com/courses/395435/assignments/571368)
due by 7pm
Wed Sep 12, 2018 ! Circon Case Response Submission Area
(https://ucdenver.instructure.com/courses/395435/assignments/571355)
due by 7pm
Wed Sep 26, 2018 ! Submission Area for Compensation At Apache Case (#2 of 7)
(https://ucdenver.instructure.com/courses/395435/assignments/571360)
due by 7pm
Wed Oct 3, 2018 ! Submission Area for The New York Times Case response
(https://ucdenver.instructure.com/courses/395435/assignments/571365)
due by 7pm
Mon Oct 8, 2018 ! Options Pricing Quiz
(https://ucdenver.instructure.com/courses/395435/assignments/571350)
due by 11:59pm
Wed Oct 10, 2018 ! Submission Area for Martha Stewart case
(https://ucdenver.instructure.com/courses/395435/assignments/571362)
due by 7pm
Wed Oct 31, 2018 ! Submission Area for the VW Dieselgate Case
(https://ucdenver.instructure.com/courses/395435/assignments/571367)
due by 7pm
Wed Nov 7, 2018 ! Hermitage Case Submission Area
(https://ucdenver.instructure.com/courses/395435/assignments/571357)
due by 7pm
Wed Nov 14, 2018 ! Submission Area for PetroChina Case
(https://ucdenver.instructure.com/courses/395435/assignments/571364)
due by 7pm
Thu Nov 15, 2018 ! Proxy Data Assignment
(https://ucdenver.instructure.com/courses/395435/assignments/571359)
due by 11:59pm
Wed Nov 28, 2018 ! Submission Area for Corporate Governance Failure at Satyam case response
(https://ucdenver.instructure.com/courses/395435/assignments/571361)
due by 7pm
Wed Dec 5, 2018 ! Submission Area for Olympus Case Report
(https://ucdenver.instructure.com/courses/395435/assignments/571363)
due by 7pm
注：本栏目重在收集一些海外留学文书的题目，以便加加留学编辑深入了解海外教育方式与发展形势，从而拓展个人陈述、推荐信等文书的写作思路。
