• 2008.08.19 - 08.23   [Shanghai]   English and Chinese with simultaneous interpretation

Programme video

• [video] Participants and faculty team share their views on the CEIBS-Wharton Joint Programme: Corporate Governance and Board of Directors

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China Europe International Business School (CEIBS) and The Wharton School of the University of Pennsylvania have joined academic forces to design, develop, and deliver the Board and Corporate Governance Programme. This programme is customised to reflect the current realities of corporate governance practices in China, essential to senior executives and board members of Chinese enterprises in understanding and managing their long-term sustainable development challenges.

The root problem of any enterprise can almost always be traced to the problem in its governance system and top management team. As globalisation accelerates, the biggest challenge facing Chinese business leaders is not the global competition in the product market, but that in corporate governance system. In particular, it should be emphasised that the competition in system differs from that in commodity market; and an effective system can only be built in a down-to-earth way instead of performing sleight of hand tricks.

The corporate governance structure reform sweeping the entire US in the past two decades has not only reenergised US enterprises in global competition, but also exerted remarkable influences on global corporate governance structure. Thanks to US' demonstration and the enhancement of economic globalisation, the distinctly different corporate governance structures of various countries have begun to converge. The market-based British-American model of external corporate governance has gradually replaced the controlling-shareholder-based European and Japanese model of internal corporate governance, and become a foundation for many countries and international organisations in formulating governance standards. However, the British-American model and relative systems are based on a highly defused equity market, guided by shareholder value and with the board at the helm; while nowadays in China, the non-tradable shares reform has been basically completed, but the equity ownership is highly concentrated, with most public firms controlled by an unlisted parent group and the markets for corporate control virtually nonexistent. To what extent are western governance models appropriate for China? How can leaders of Chinese enterprises design their own corporate governance structure? This is an issue of vital importance for Chinese enterprises as well as for global investors. Therefore, seven renowned experts from two world-famous business schools jointly designed this programme to help you out.

The objective of this programme is to help the owners and the top leaders of Chinese firms to design effective governance systems, and to provide their Boards the basic tools for dealing with their most pressing issues. Through lectures and discussions, case studies, and hands-on simulations, the programme will help participants understand the critical issues and latest development of corporate governance, gain insights from the successes and failures of governance practices both at home and abroad, develop a comprehensive framework, and acquire a set of important tools for building effective governance.

The programme will enable participants to understand:

• Alternative governance models and their evolution in global context
• Board responsibility and its role as strategist and decision maker
• Policy issues and future direction of China's corporate governance reform
• Essential analytical tools for designing effective governance systems

• Governance issues in China's listed companies
• Property rights theories and governance reform of enterprises
• Governance reform: trends and issues
• Financial literacy for directors
• Top management compensation and incentive system: basic models and pros & cons
• Ownership, control, and leadership
• Governing board policies, practices, and decisions
• Competitive strategy for directors
• Mergers and acquisitions for directors

Pre-class lecture (optional)

• afternoon, the day before class
• Lecture: Governance Reform of State-Owned Enterprises (SOEs)
• The traditional socialism regime completely destroyed private property rights. Consequently, there is no ultimate personal ownership of SOEs in a typical planning economy. This institutional background brings a historical challenge: Can China’s SOEs adopt the governance structure from capitalist economy and remake itself into viable competitors? Based on lessons learned through real cases of SOE reform, Professor Zhou Qiren will lead a serious discussion on this topic. Most important thing of this session is the perspective and insights, rather than the conclusion and policy suggestion.

Day 1

• morning
  • Governance Issues in China’s Listed Companies
    • China’s underdeveloped equity market differs from its Western counterparts along a number of important dimensions, which raises very different governance issues. Professor Wu Jinglian will address the governance problems of Chinese firms listed in the domestic equity market, reform measures being considered by the government, and the management of problems commonly encountered by Board Members of such companies.
• afternoon 
  • Competitive Strategy for Directors
    • Firms vary substantially in the processes by which they create competitive advantage. In this session, Professor Harbir Singh discusses industry level and firm level factors driving competitive advantage. By examining the attributes of a large number of industries and firms, he identifies the key factors influencing the creation of an effective competitive strategy. The discussion includes examples from all over the world.
• evening
  • Panel Discussion - Governance Reform: Trends and Issues

Day 2

• morning
  • Mergers and Acquisitions for Directors
    • A critical decision faced by directors is whether the firm should make an acquisition, or on the selling side, whether a firm should accept a merger proposal. While mergers and acquisitions are important vehicles to achieve strategic objectives, their success rate continues to be relatively low. Professor Harbir Singh discusses the factors that drive success in mergers and acquisitions. He also discusses the pitfalls in these transactions, which are of particular interest to directors, who are accountable for approving decisions that create shareholder value. The session ends with implications for managers in China.
• afternoon
  • Ownership, Control, and Leadership
    • Governing has become more challenging in an era of deregulation, privatisation, and the rise of international investing. Owners and investors are pressing for improved financial performance, and companies and their boards are searching for ways to improve their operations and oversight. Drawing on governance practices in the U.S., China, and elsewhere, Professor Michael Useem provides an assessment of how directors are working with executives to enhance company organisation and financial performance.

Day 3

• morning
  • Governing Board Policies, Practices, and Decisions
    • Through business cases and hands-on decision-making experiences, Professor Michael Useem identifies what directors expect of their executives and how executives can best draw upon the strategic thinking and experience of their directors. This session identifies the policies that support effective decision making by the board of directors during executive succession, director recruitment, and strategy reviews. What are the emerging global best practices in corporate governance that Chinese companies may wish to consider?
• afternoon 
  • Board Responsibility for Top Management Compensation
    • How to pay executives is an important and also controversial issue. Since the early 1990s, stock option has been the most significant component in management compensations in many countries. The Chinese government has allowed Chinese firms introducing stock-based pays starting from November 2005. Basing on international experience and many company cases, Professor Xu Dingbo provides an introduction on compensation theory and practice. Special attention is given on the issues related to the incentive effects of stock-based compensations and their cost measurements.
• evening
  • Programme Banquet and Keynote Speeches

Day 4

• morning
  • Case Discussion
  • Financial Literacy for Directors
    • After a series of financial scandals in China but also around world during last couple of years, financial literacy becomes not only a professional necessity but also a legal obligation for directors. Based on real-life examples, Professor Ding Yuan discusses the major areas of accounting manipulations practiced by firms and how to discover the financial irregularities.
• afternoon
  • Financial Literacy for Directors (Continued)
  • Programme Wrap-up

Prof. Liang Neng, Programme Co-director

Prof. Michael Useem, Programme Co-director

Prof. Harbir Singh

Prof. Wu Jinglian

Prof. Zhou Qiren

Prof. Ding Yuan

Prof. Xu Dingbo

Applications are reviewed as they arrive. Completed applications must be received 15 working days before the start of the programme. Any applications received after that date will be considered on a space-available basis. Please address all applications and enquiries to our customer service team in Shanghai, Beijing and Shenzhen.

If a confirmed booking is cancelled within 15 working days before the programme's start, or if the nominee fails to attend the course, we will charge a cancellation fee that amounts to 20 per cent of the tuition fee. If applicants are unable to attend the programme, the transfer to another CEIBS programme can be made only within the same calendar year. When a request for changing candidate(s) for the same programme is made less than 15 working days before the start of the programme, the seat(s) will not be guaranteed.

* CEIBS reserves the right to amend information on this programme including price, date, location, faculty, daily schedule and other details.

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The Corporate Governance and Board of Directors programme is extremely useful for senior executives. Although the programme does not directly resolve all problems or challenges, it provides the mindset and framework to help one build the solution.

Zhao Zhensheng
Party Secretary
China Petrochemical Corporation

I came to the Corporate Governance and Board of Directors programme with a mission. Our company is facing some strategic adjustments, including change to the board structure; therefore, I feel the learning from this programme is especially significant. I have gained a deep understanding of the board structure, process flow and effective board operations all of which is useful for the development of our company board.

Fang Zhao
President
Chengdu Brilliant Development Group Co., Ltd.

Coming to this programme at CEIBS is a process of reorganising knowledge. The part in the programme on strategic decision is very instructive for the board setting company strategies. Furthermore, the financial understanding gained during the programme is also quite important to the board of directors because it's not only a job responsibility of a director, but a legal requirement. Understanding of financial information will also allow us to better analyse the company's operating conditions.

Simon Liang
Chairman & CEO
Sinopacific Heavy Industries Group