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This course will cover the following topics: what is corporate governance, the role of boards in strategy creation and financial management, the duties and liabilities of directors, board dynamics and culture, managing corporate risk.
The following general topics will be covered in the two elective sessions for students enrolled in the elective programme for MBAD661What is Corporate Governance?Good practice is good practice no matter where you find it. This section provides a broad and deep introduction into governance practice in the new Zealand context. Various governance settings – publicly listed companies, not-for-profits, crown entities, privately held enterprises, public sector bodies and others will be explained and dissected.Directors duties, due diligence, codes of conduct, leadership and the nexus between the Board and management, Board formulation, director competencies, conflicts of interest and collective responsibility of the Board are key components of this section and will be discussed and expanded upon with various in-class exercises.The Boards role in strategy As the responsibilities and liabilities of Directors change so too has the role the Board plays in strategy formulation and performance oversight. New Zealand-specific trends will be outlined, as will some basic tools that can assist Boards and management in establishing strategic direction for companies and organisations. The differentiation between governance and management will be outlined as will the principal of the Board to work with and through the CEO.Finance & The Boards RoleThere are legal requirements for company directors in New Zealand. Various and current pieces of legislation are reviewed as is the role of Audit & Risk Committees in supporting the work of the Board.We will consider the general approach to financial oversight and the fiduciary duties of directors and how these are best reflected in Board policies, organisational procedures.Directors Duties & LiabilitiesIn satisfying itself that the Board and management are operating within the law, there are an increasing number of duties and liabilities that attach themselves to Directors. Awareness of those liabilities and duties go a long way to defining how a Board operates. Similarly, the formation of advisory boards, the role of ‘deemed directors’ and the appropriate delegations to management are critical pieces in the duty and liability puzzle.Board Dynamics & CultureThe best and most capable Boards are of little use and/or benefit if the culture and dynamics of how that group of individuals operates is dysfunctional. We will explore the ‘rules of engagement’ and how Boards can reflect these in their Board Charters. Dealing with dysfunction is a challenge in any context, especially in the boardroom. How do we deal with non-performers, monitor and improve our own performance and ensure we add value to the organisation given our roles?Considering these challenges, awareness, professionalism, Board protocols and leadership are the main determinants of success and failure. We will consider what leadership looks like around the Board table and how that manifests itself in the relationship between the Board and CEO.Risk GovernanceGood governance is an exercise in balancing the shareholders expectations for a return-on-investment and their appetite for risk. This occurs in a fast paced environment of change in market conditions, legislative requirements and cultural contexts.A broad based discussion on risk will focus on the ‘no-surprises’ approach and conventions associated with the concept of open and free-flowing information within the Board and between management and the Board. In addition we’ll look at risk heat maps as a way of directing the Boards attention to matters of importance and how that can be used to support the organisation.
Governance is a mix of art and science. The four-day elective will be heavily focused on interaction between participants and the facilitator. There will be a mix of case studies, class-based exercises, debate and discussion, and assessment based on essay and class involvement.
Subject to approval of the MBA Director
Students must attend one activity from each section.
Murray Strong (email@example.com)
25% oral participation during case discussions / simulations75% essay (due date to be agreed at first session)------------------------------------------------------------------------NOTE: UC General Course and Examination RegulationsAppeals and GrievancesSpecial Consideration Special Consideration Application
None: cases, readings and reference materials will be provided for students to download and print as needed.
Domestic fee $1,567.00
International Postgraduate fees
* Fees include New Zealand GST and do not include any programme level discount or additional course related expenses.
For further information see
Executive Development Programme on the department and colleges page.