Universitat Internacional de Catalunya

Corporate Governance

Corporate Governance
Second semester
Main language of instruction: English

Other languages of instruction: Catalan, Spanish,

Teaching staff

Upon request


This course explores the relationships between executive managers, the board of corporate directors that oversees them, and the investors, providing a comprehensive analysis of rights, duties and responsibilities of each of the stakeholders of the governing body of a corporation. The program includes an in-depth examination of specific situations where board and management teams face governance challenges, and assessment of strategies of dealing with them.

The students taking this course are expected to contribute to the classes through thoughtful participation. Learning is a collaborative process, the very essence of which consists in the exchange of knowledge, experience and ideas between participants. This implies that your active participation in class discussions is imperative to enrich yours and your classmates’ learning experience.

To be able to do so, the students are required to familiarize themselves with the assigned readings before each class. All the assigned reading material is closely related to the class topics and will help create meaningful discussions. Students will be frequently cold-called to open the in-class discussion, and the quality of your responses will directly affect your participation grade, as well as the quality of the discussion that follows in general. That is why it is strongly recommended to not only read the material but also discuss it with your working group before the class. Additionally, the course involves debates on a given topic, open to the whole class. The participation of each student of the class is highly recommended. By the end of each debate, students will hand in a written report with the results of the main arguments in favour and against the debate statement, and their group conclusion.

Pre-course requirements

No pre-course requirements


  • Identify the nature of the conflicts of interests involved in corporate governance from the perspectives of agent-principal dilemma and stakeholder theory.
  • Understand the principles of distribution of rights and responsibilities among different members of the governing body of a corporation.
  • Identify practices of alignment of corporate behaviours with interests of diverse stakeholders.
  • Study features of corporate governance systems, their similarities and differences in the global context.


  • 12 - To be familiar with the main concepts and theories of economic and business philosophy.
  • 13 - To be familiar with and understand the terms and processes of company management.
  • 24 - To be able to carry out a financial, social and historical analysis of the environment in which a company operates.
  • 25 - To understand the commercial function of a company and its objectives.
  • 28 - To be able to work in another language and use terminology and structures related to the economic-business world.
  • 33 - To be able to search for, interpret and convey information.
  • 34 - To develop the ability to predict situations and anticipate events, as well as be able to recognise and interpret an economic situation within a specific context.
  • 37 - To be able to apply managerial methods, tools and techniques.
  • 39 - To acquire the ability to solve problems and make decisions based on relevant information, applying the appropriate methods and situating the problem within the organisation as a whole.
  • 45 - To be able to work with academic papers.
  • 48 - To be able to identify the information needs in order to manage the main departments within organisations.
  • 51 - To develop decision making skills.
  • 52 - To develop interpersonal skills and the ability to work as part of a team.
  • 56 - To be able to create arguments which are conducive to critical and self-critical thinking.
  • 63 - To be able to analyse business related behaviour and decisions and evaluate them from an economic, social and ethical point of view.
  • 68 - To develop mechanisms that encourage sensitivity towards social welfare issues.

Learning outcomes

  After finishing the course the student will know:
  • What factors have formed corporate governance throughout corporate history
  • How to apply the different theories of corporate governance to explain the behaviors and motivations of executives and shareholders
  • The key challenges of the Board of Directors of the 21st century
  • The remuneration models of executives and Board Directors
  • The challenges of international corporations
  • The principles and strategies of corporate social responsibility.


  1. 1.       Fundamentals of Corporate Governance

1.1. Historical roots of Corporations

1.2. Theoretical perspectives towards Corporate Governance fundamental conflicts


  1. 2.       Corporate Policies

2.1. Shareholders’ rights, duties and responsibilities

2.2. Types of Corporate Boards and Board composition

2.3. Board Committees, their composition, duties and responsibilities


  1. 3.       Corporate Practices

3.1. Cultural and gender diversity of Board Directors

3.2. Corporate risks and crisis management

3.3. Corporate Social Responsibility

Teaching and learning activities

In person

Case analysis
34 37 39 48 51 52 56
12 24 25 63 68
Classroom practicum (solving problems/videos/text commentary/sheets)
13 25 51 52 56
Individual study
24 28 33 45 63
Project presentations and debates
28 52
Writing up projects
24 25 28 33 45 56

Evaluation systems and criteria

In person

  • Group work (including movie review and case studies): 30% 
  • Individual work (including mini-tests and active participation in the sessions): 30%
  • Midterm and Final exams (equal in weight): 40%
In exceptional cases, the teacher will discretionally replace one or more tests or assignments by alternative tasks and/or tests.   

Bibliography and resources


  • Thomsen, S., Conyon, M. 2012. Corporate Governance. Mechanisms and systems. 1st edition, McGraw Hill 
  • Grandori, A. 2004. Corporate governance and firm organization: micro - foundations  and structural forms .  Oxford University Press
  • Mallin , C. A. 2006.  Handbook on International  Corporate Governance. Country analyses . Edward  Elgar, UK
  • Cohen, S. Boyd, G. 2006.  Corporate  governance and  globalization:  long range planning  issues . Edward  Elgar, UK
  • Vives , X.  2000.  Corporate  governance : theoretical and  empirical  perspectives . Cambridge University Press, UK
  • Van den  Berghe , L.  2002.Corporate  governance in a  globalizing  world: convergence or  divergence ? Kluwer  Academic  Publishers, USA

Scientific journals:

  • Corporate Governance ( Emerald Group  Publishing)
  • Corporate Governance: An International review (Wiley)  
  • Journal of Business Ethics (Springer)
  • International Journal of Disclosure  ad  Governance  (Palgrave)
  • Journal of Management and Governance (Springer)
  • Journal of Business Research (Elsevier)
  • Harvard Business Review

Newspapers and magazines :

  • The Time
  • The Economist
  • The Washington Post
  • Financial Times
  • Forbes
  • Bloomberg
  • Business Insider
  • Inc.
  • Fortune