Gouvernance d'entreprise et responsabilité sociale d'entreprise (document en anglais)

03/04/2013

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© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

Corporate Governance and CSR

Lecture (Paris)

© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

Faculty

Jean-Christophe Duhamel, Lecturer and Researcher University of Lille 2

Valérie Petit, Professor of Management, EDHEC Business School

Björn Fasterling, Professor of Law, EDHEC Business School

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© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

Contact

Björn Fasterling (Course Director)

bjorn.fasterling@edhec.edu

Tel. 03-2015 4493

Office: S3-194

© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

Grading Process

Student participation in the course is graded as follows:

Final Exam Grade (40 %): The final exam will consist of about 20 questions that require concise answers. The questions will be taken from any of the lectures or exercises of this course. The exam ‘is on-table’, ‘closed book’ with a duration of 90 minutes.

Continual Assessment Grade (60 %): Based on oral participation in class, and the grade of your group work tasks (see class with Valérie Petit).

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© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

OVERVIEW CORPORATE GOVERNANCE Part 1

© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

1. Corporate Governance - Meaning

C a d b u r y R e p o r t

[1992], 2.5/2.7:

“Corporate Governance is the system by which companies are directed and controlled . […] Within the overall framework, the specifically financial aspects of corporate governance are the way in which boards set financial policy and oversee its implementation, including the use of financial controls, and the process, whereby they report on the activities and progress of the company to the shareholders.”

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© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

2. The Object of Corporate Governance

• Most common entity form in the world for conducting business: the company limited by shares

• Different enitities in different countries, examples:

– Joint stock corporation or public limited corporation (that can trade its shares on public exchanges), examples: • Inc. (US States); plc (UK); SA (France, Spain…); AG (Germany, Switzerland) – Private limited company, examples • Ltd. (UK), sarl (France), GmbH (Germany) – Special forms: • What do the following companies have in common: Michelin, Steria, Euro Disney, Groupe Lagardère? • They are all « sociétés en commandite par actions », which could be roughly translated as a partnership limited by shares. In these entities there are general partners (commandités) and shareholders (associés commanditaires)

© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

2. The object of corporate governance

• Alternative forms for conducting business:

– Cooperatives: • Corporación Mondragon(Spain) – Associations • EDHEC Business School… – Non-corporate international business networks • Auditing “firms” organized through networks (the network entity is often a not-for profit entity that unites national for-profit entities): EY, KPMG, Deloitte, PwC – Companies limited by shares with cooperative shareholder bases • Credit Agricole

– Social Business (different entity forms used, profits are not distributed among members)

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© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

3. The Business Corporation Limited by (Transferable) Shares – Salient features

• Legal personality + separate assets and liabilities

• Capital “lock-in”

• Membership through investment of capital

• individually transferable shares

• Direction that may be separated from membership

© F ASTERLING 2013

LECTURE 5 & 9 A PRIL 2013

CORPORATE

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