Syllabus

Corporate Governance
Course Instructor

DAO THANH TUNG, Ph.D.,

Lecturer in Management, Faculty of Business Administration
Director, Department for International Relations
The National Economics University
Email: tungdt@neu.edu.vn
Room 609, Building A1, NEU
Tel: 3 6 280 280 (ext. 5724); Mobile: 0936 476 429 Fax: 3 8 693 368

Course Objectives

This course is designed for undergraduate study of such areas as management, finance,
corporate law, economics and related subjects. The course is designed to increase the depth of
your understanding of corporate governance issues. As corporate governance is a multi-
disciplinary subject – covering such topics as law, business management, finance and
economics – you will find that the course will add to previous study of any of these
disciplines. A previous knowledge of corporate governance is not required.

Upon successful completion of this course, it is hoped that students with a variety
backgrounds will understand the key elements of corporate governance and its importance to
companies and the whole economy. In order to achieve this, a strong emphasis is placed on
the relationship between theoretical concepts and real world issues. It is therefore hoped that
the course can make a real contribution to your understanding of the relevant corporate
governance issues.

Grading:

The purpose of grading is twofold. One is an evaluation of academic performance. The

second is to encourage active discussion in the classroom, so that everyone achieves a deeper
understanding of corporate governance systems. Thus, your grade for the course will be
based on the following components:
 10%: Individual performance in the class
 40%: Discussion Paper
 50%: Final Paper
1
Requirements:

Attendance and Participation. Students are required to attend all class sessions and to
participate actively in discussions. For participation to be meaningful, students should read
assigned material before coming to class.

Case Study Paper. Each students will be required to submit to the instructor a case study
report on CG of no more than 10 pages, outlining case study on corporate governance, its
problems or its successful story and implications to improve corporate governance for the
company or lesson to be learnt from the case. Deadline to be confirmed later.

Final Exam. All student will be required to sit for final exam. The examination must be
completed in one hour and a half. Deadline to be confirmed later.

Tentative Course Outline

I. Course Introduction
II. Introduction to the Corporate Governance
1. Corporation and Corporate Governance
2. Historical Background of Corporate Governance
3. Corporate Governance and Its Meanings
4. Distinguish between Corporate Governance and Business Management
5. Evolution of Corporate Structure
6. Significance of Corporate Governance
III. Corporate Governance Theories, Systems and Models
1. Agency Theory and Stewardship Theory
2. Equity Market-based System vs Bank-led System (Outsider CG system vs Insider CG
System )
3. Anglo-American Corporate Governance Model
4. German-Japanese Corporate Governance Model
5. Comparison with Vietnamese Corporate Governance Model
6. Recent Trend in Corporate Governance
IV. Approaches to Corporate Governance
1. Principles versus Rules – based Approaches to Corporate Governance
2. The OECD Principles of Corporate Governance
3. Corporate Governance as Internal and External Corporate Controls
V. Board of Directors
1. Board Functions and Board Structure
2. The Board Management Relationship in Reality
3. Board Committees
4. The Legal Framework Governing Board
2
 VI. CEO Compensation
1. CEO Compensation and Employment Contract
2. Stock Options
3. Why Compensation Fails?
VII. Contemporary Issues on Corporate Governance
1. Corporate Governance and Financial Crisis
2. Corporate Governance and Corporate Social Responsibility
3. Corporate Governance and SOE Reform
4. Current practices and problems in Vietnam’s corporate governance
5. Corporate governance: Does it really matter?

Required Textbook

 Syllabus (comprising reading materials for the course)

 Corporate Governance Manual (2010), 2nd Edition, International Finance Corporation
in collaboration with The State Securities Commission of Vietnam

Other Useful Books

 Monk and Minow (2008), Corporate Governance, West Sussex: Wiley

 Harvard Business Review on Corporate Governance (2000), MA: Harvard Business
School Press
 Bainbridge M. Stephen (2008), The New Corporate Governance in Theory and
Practice, New York: Oxford University Press
 Vietnam Corporate Governance Balance Scorecard, 2012, International Finance
Corporation and the Global Corporate Governance Forum in collaboration with The
State Securities Commission of Vietnam
 John L. Colley, Jacqueline L. Doyle, George W. Logan and Wallace Stettinius (2003),
Corporate Governance, New York: McGraw-Hill.