Corporate Governance and ESG
Corporate governance and ESG for managers and directors in Canada, with Canadian examples and the rules of the Canada Business Corporations Act, the BCE decision, National Instruments 52-110 and 58-101 and the Canadian Sustainability Disclosure Standards: what corporate governance is and the three agency problems it must solve, the duties, composition, independence and culture of boards, audit committees, external and internal audit and internal control, executive pay design and say on pay, institutional investors, proxy advisers, shareholder proposals and activism, the debate between shareholder primacy and stakeholder capitalism and the legal forms that make a purpose binding, ESG concepts, financial and double materiality and why ESG ratings disagree, sustainability reporting under the ISSB-based standards with a scope 1, 2 and 3 emissions inventory and assurance, physical and transition climate risk and scenario analysis, ethics, speak-up systems and human rights in supply chains, and governance in family, private equity owned and state-owned firms, ending in a capstone board and sustainability strategy for Cedarline Outdoor as its owners prepare for a listing or sale, with runnable Python examples.
MBA-612 3 credits 12 lessons · 4 h 22 min ▶ Video lessons coming soon
Offered by HSM University · MBA Core
This is the Canadian version of this course. See the American version.
What you'll learn
- Explain corporate governance as a system of decision rights, information and accountability, and analyse the three agency problems and the mechanisms that address them.
- Describe the roles and legal duties of directors, apply independence tests and skills matrices, and assess how board composition and culture affect oversight.
- Evaluate the work of audit committees, external and internal auditors and systems of internal control, and interpret control tests and simple data analytics.
- Analyse executive pay packages, distinguish granted from realized pay, design incentives linked to strategy and explain the role of say on pay.
- Explain how institutional investors, proxy advisers, shareholder proposals and activists influence companies, and estimate the outcome of a contested vote.
- Compare shareholder primacy and stakeholder theories, the legal duties that apply in Canada and the United States, and benefit forms, and make stakeholder trade-offs explicit.
- Distinguish financial, impact and double materiality, explain why ESG ratings diverge and identify the requirements that govern environmental claims.
- Describe the ISSB-based standards and the reporting requirements in Canada, the United States and Europe, estimate a scope 1, 2 and 3 emissions inventory and plan reporting and assurance.
- Identify physical and transition climate risks, use scenario analysis to test a strategy's resilience, and evaluate climate targets and transition plans.
- Explain why ethical failures occur, design speak-up systems and culture oversight, and address bribery and human rights risks in supply chains.
- Analyse governance in family, private equity owned and state-owned enterprises, and design structures that separate family, ownership and business questions.
- Integrate the course into a board-ready recommendation on board structure, sustainability strategy, pay, risk and an ownership transition, with tested targets and a sequenced plan.
Course content
12 lessons · 4 h 22 min total · final exam
- 1 What corporate governance is: agency, accountability and control 25 min · quiz
- 2 Boards of directors: duties, composition and independence 23 min · quiz
- 3 Board committees, audit and internal control 22 min · quiz
- 4 Executive compensation and say on pay 21 min · quiz
- 5 Shareholders, activism and proxy voting 21 min · quiz
- 6 Stakeholder capitalism and the purpose of the corporation 21 min · quiz
- 7 ESG: concepts, ratings and materiality 22 min · quiz
- 8 Sustainability reporting standards and assurance 21 min · quiz
- 9 Climate risk: physical, transition and scenario analysis 21 min · quiz
- 10 Ethics, integrity and speaking up 21 min · quiz
- 11 Governance in family, private and state-owned firms 21 min · quiz
- 12 Capstone: Cedarline's board and sustainability strategy 23 min · quiz
- E Final exam 20 questions
Requirements
Recommended background. You can start any course at any time.
Description
Corporate governance and ESG for managers and directors in Canada, with Canadian examples and the rules of the Canada Business Corporations Act, the BCE decision, National Instruments 52-110 and 58-101 and the Canadian Sustainability Disclosure Standards: what corporate governance is and the three agency problems it must solve, the duties, composition, independence and culture of boards, audit committees, external and internal audit and internal control, executive pay design and say on pay, institutional investors, proxy advisers, shareholder proposals and activism, the debate between shareholder primacy and stakeholder capitalism and the legal forms that make a purpose binding, ESG concepts, financial and double materiality and why ESG ratings disagree, sustainability reporting under the ISSB-based standards with a scope 1, 2 and 3 emissions inventory and assurance, physical and transition climate risk and scenario analysis, ethics, speak-up systems and human rights in supply chains, and governance in family, private equity owned and state-owned firms, ending in a capstone board and sustainability strategy for Cedarline Outdoor as its owners prepare for a listing or sale, with runnable Python examples.