COURSE NUMBER:  EW292T-1

This course is cross-listed with the Full-time MBA Program.

COURSE TITLE:  Inside the Boardroom (formerly Corporate Governance)

UNITS OF CREDIT: 2 units

INSTRUCTOR: Jo-Ellen Pozner, Lloyd Kurtz

E-MAIL ADDRESS: pozner@haas.berkeley.edu, lkurtz@haas.berkeley.edu

PREREQUISITE(S):  None

CLASS FORMAT: Combination of lecture, guest lecture, discussion, and case study.

REQUIRED READINGS: TBD

BASIS FOR FINAL GRADE: Case briefs, class participation, and final project.

CAREER FIELD: This course is useful for anybody who will found, work in, govern, invest in, analyze, or otherwise interact with organizations, especially at the senior management / board level. It is applicable to any field: finance, investment analysis, consulting, entrepreneurship, general management, organizational development. 

ABSTRACT OF COURSE'S CONTENT AND OBJECTIVES:
This class examines the relationship between corporate managers and the boards of directors charged with overseeing them.  We'll review the responsibilities of the board, including financial statement approval, CEO performance assessment, executive compensation, and succession planning.  While boards are legally bound to represent the interests of equity investors, in the course of carrying out this role they are often called on to respond to the needs of numerous other stakeholders, including customers, employees, government and society at large.  With global brands at risk and mistakes instantly transmitted via Internet and social media, the reputational stakes are very high.

The course will be a combination of lecture, guest lecture, discussion, and case study. We will review some of the theory underlying modern governance practice, notably agency theory and economic theories of the firm.  We'll study specific situations where boards and management teams faced governance challenges, and assess the strategies used to deal with them.  And, we'll review the work of independent research firms that seek rate firms' corporate governance practices.  Finally, we'll examine research findings regarding the interaction of corporate governance and securities markets, especially with respect to corruption and changes in control. 

BIOGRAPHICAL SKETCH:
Lloyd Kurtz
Lloyd is chief investment officer at Nelson Capital Management, an investment management firm affiliated with Wells Fargo.  Prior to joining Nelson, he spent nine years as a research analyst and director of quantitative research at Harris Bretall Sullivan & Smith, a San Francisco-based money management firm; and before that was senior research analyst at KLD Research & Analytics.

At KLD he did much of the initial quantitative work on the development of the Domini Social Index, the first broad-based social investment benchmark, and wrote the chapter introducing it in The Social Investment Almanac.  His paper on the long-term performance of this index, a collaboration with Dan DiBartolomeo, appeared in the Fall 2011  Journal of Investing.

He has published numerous reviews of the social investment literature, most recently the book Looking Forward, Looking Back (2012) for Tilburg University.  He has also written a chapter on social investment for the Oxford Handbook of Corporate Social Responsibility (2008) and one on stakeholder analysis for the Kolb textbook, Socially Responsible Finance and Investing (2011).

Lloyd serves as program administrator for the Moskowitz Prize, and for many years maintained an online annotated bibliography of social investment studies at www.sristudies.org.  He now serves on the editorial board of FSinsight, a global platform where scholars, policy makers, and members of the business community can share knowledge about finance and sustainability.   

He holds an MBA from Babson College and a B.A. from Vassar College.  In 1999 he received the SRI Service Award for his contributions to social investing.

Jo-Ellen Pozner
Dr. Jo-Ellen Pozner is a member of the Management of Organizations Group at the Haas School of Business, University of California, Berkeley.  Her teaching focuses on Leadership and Organizational Behavior at the graduate and executive levels.

Professor Pozner graduated with a PhD in Management and Organizations from the Kellogg School of Management, Northwestern University, where she also taught courses on Negotiations and Groups and Teams.  She holds an MBA from the Stern School of Business, New York University, a Masters in Economics from the School of Advanced International Studies, Johns Hopkins University, and a BSFS in International Economics from the School of Foreign Service, Georgetown University.

Dr. Pozner's research focuses on questions of organizational ethics, corporate governance, social movements and institutional change.  She has a particular interest in organizational misconduct, specifically the ways in which misconduct at the organizational level impacts top management and boards of directors at the companies involved.  Dr. Pozner is also interested in impression management, organizational and individual legitimacy, and studies ways in which people and organizations attempt to appear to conform to established institutional norms.  Finally, she has done work on social movements that promoted acceptance of organic food and that led to the creation of a low-power FM radio service in the United States.  Her work has been published in journals including the American Journal of Sociology, the Annals of the Academy of Management, Organization Studies, and the Journal of Business Ethics.