SYLLABUS

1. Program description
1.1 University
1.2 Faculty
1.3 Department
1.4 Field of study
1.5 Study cycle
1.6 Program of study/ Qualification

Bucharest University of Economic Studies

Finance, Insurance, Banks and Stock Exchanges
Finance
Finance
Master
Financial management and investments

2. Course description
2.1 The name of discipline Corporate Governance and Ethical Practices
Course code
13.0215ZI1.2-0002
2.2 Professor for the course Prof. Ingrid-Mihaela Dragota
2.3 Professor for the seminar Prof. Ingrid-Mihaela Dragota
2.4 Year of study I 2.5
II 2.6 Type of the
Exam 2.7 Type of the Mandatory
Semester
evaluation
course
3. Total estimated time (hours/semester of didactic activities)
3.1 Total number of teaching
3
of which:
2
hours per week
3.2 course

1
3.3 seminar/lab
activities

3.4 Total number of teaching

42
of which:
28
hours per semester (cf.
3.5 course
3.6 seminar/lab
curricula)
activities
Time allotment for individual study
Study of the lecture notes, course support, bibliography
Additional documentation (in libraries, on electronic platforms, field documentation)
Preparation for seminar/ lab classes, homework, referrals, projects and essays
Tutorship
Evaluation
Other activities: Work on the projects assigned at the seminar
3.7 Total number of hours for individual study
3.8 Total number of hours per semester (teaching hours and individual study)
3.9 Number of ECTS credits allocated

14
hours
20
35
47
3
2
1
108
150
6

4. Pre-requisites (if necessary)

4.1 curriculum
Financial analysis
4.2 competences
Basic elements in corporate finance.
Basic econometrics and statistics.
Basic knowledge in Excel and E-Views.
5. Requirements ( if necessary )
5.1. regarding course delivery

5.2. regarding seminar delivery

Courses will be held in halls with internet access and

projection systems.
Tutorial activities will be held in halls with internet

access and projection systems.

Students must participate to seminar activities in the
current year to be taken into consideration their
seminar papers in the final grades.

Transversal
competencies

Professional
competencies

6. Specific competencies acquired

C1 - Operating with scientific concepts and methods in interdisciplinary areas
C6 - Planning, development and substantiation of the investment and financing decisions
and integration of corporate governance mechanisms

CT1 - Applying the rules and values of professional ethics for decision making and
implementation independent or group tasks / complex objectives at the workplace;
CT2 - Planning and organization of human resources within a group or organization, in
terms of awareness of responsibility for professional results;
CT3- Consider the training needs to create prerequisites for career progression and adapt
each professional and managerial skill to the dynamic of the economic environment.

7. Objectives of the discipline (outcome of the acquired competencies)

7.1 General objective of
Acquiring principles and mechanisms of corporate governance, in
connection with financial systems, investment, financing and
the discipline
7.2 Specific objective of
the discipline

dividend policies considering the investors' opinions on different

management decisions.
Acquiring skills to make the connection between management
policies of private companies on the investment decision, on the
financing and dividend policies on the one hand, the main features
of international financial systems and capital markets, on the other
hand, underlying the importance of taking decisions considering the
perception of different stakeholders regarding the attitudes of
managers in different situations.
Acquiring abilities to use the principles and mechanisms of
corporate governance, according to Corporate Governance Codes,
based on international empirical evidences.
Acquiring abilities to use the principles and mechanisms of
corporate governance, according to different Corporate Governance
Codes from BSE and other developed countries from around the
world.
Acquiring abilities to assess the relation of a company with every
category of stakeholders, with its shareholders and institutional
investors.
Acquiring abilities to make a correct assessment of the quality of the
management system and the degree of compliance with the
principles and mechanisms of corporate governance codes.

8. Content
Teaching
methods

8. 1 Course
Introductory course: objectives, competences provided
methods, instruments and databases used, and the
evaluation procedures.

Interactive courses
using modern
teaching methods.
The courses will
contain practical
examples.

Defining concepts related to corporate governance and its

role in the economy. The diversity of the corporate
governance systems
The development of the Corporate Governance Codes
worldwide and the determinants of this evolution. The
evolution of the current Codes in some developed countries
in the world. International organizations with
responsibilities in the field of corporate governance.
The main theories in financial management. Behavioral
theories, agency theory, informational asymmetry, the
theory of transaction costs, stakeholder theory, stewardship
theory, class hegemony, managers' hegemony.
The analysis of the relation of the managers with the
stakeholders and owners based on principles from different
Corporate Governance Codes (especially from US, UK and
Romania).
The role of institutional investors in shaping the
relationship between management, minority shareholders
and other stakeholders. Specific provisions in different
Corporate Governance Codes. Corporate governance
ratings in a short international comparative analysis.
Characteristics of the management structures and specific
features for listed and small companies.
Minority and creditor protection indexes and their role in
assessing the financial soundness of a company.
Corporate social responsibility main concepts, main
viewpoints from the existing literature regarding its role for
the development of a private company.
Dividend policy and its implications on corporate
governance. The analysis of dividend policy in the context
of agency theory. The harmonization of the objectives of
minority shareholders with those of controlling
shareholders through the dividend policy.
Financing policy and its relation with corporate governance
principles.

Remarks
The electronic
materials are
disseminated to
students before the
beginning of the
course.
Idem
Idem

Idem

Idem

Idem

Idem
Idem
Idem
Idem

Idem

Bibliography
1. Mallin, Christine, A., Corporate Governance, Ed. Oxford University Press, 2004.
2. Monks, Robert A.; Minow, Nell, Corporate Governance, John Wiley & Sons, 2011.
3. Djankov, S., C.McLiesh, and A. Shleifer. 2007. Private Credit in 129 Countries. Journal of Financial
Economics 84:299329.

4. Dragota, Mihaela, Decizia de investire pe piaa de capital, Ed. ASE, Bucureti, 2006.
5. Dragota Victor, Politica de dividend. O abordare n contextul mediului economic din Romnia, Ed.
ALL Beck, Bucureti, 2003.

6. Dragota, Victor et al., Control premium for Romanian listed firms, Economic Computation and
Economic
Cybernetics
Studies
ei.cz/pdf/gdn/RRCV_19_paper_02.pdf.

and

Research,

no.3-4/2007,

http://www.cerge-

7. Dragota, Victor, Minority shareholders protection in Romania: evidence on dividends, Euro

Mediterranean
Economics
and
Finance
Review,
No.1,
2006,
pp.
76-89,
http://www.iscparis.fr/fileadmin/templates/iscparis2/Recherche/EMEFIR_8012006.pdf
or
http://www.cerge-ei.cz/pdf/gdn/RRCV_19_paper_01.pdf.
8. Dragota, Victor; Ciobanu, Anamaria; Obreja, Laura; Dragota, Mihaela, Management financiar,
Ed. Economica, Bucureti, 2003.
9. Herrigel, Garry, Corporate Governance: History Without Historians, paper prepared for Geoffrey
Jones and Jonathan Zeitlin (editors), Handbook of Business History, Oxford University Press, 2006.
10. Shleifer, A., Vishny, R.W., 1997, A Survey of Corporate Governance, The Journal of Finance, 52.
11. La Porta, R., Lopez-de-Silanes, F., Shleifer, A., Vishny, R. (1998) Law and Finance, The Journal of
Political Economy, 106, 1113-1155.
12. Pistor, K., Raiser, M., Gelfer, S. (2000) Law and finance in transition economies, Economics of
transition, 8, 325-368.
13. Spamann, H. (Harvard Law School), The Antidirector Rights Index Revisited, The Review of
Financial Studies/v 23 n 2 2010.
14. BSE Corporate Governance Code.

15. The Corporate Governance of Listed Companies: A Manual for Investors (2005), CFA
Institute
16. Corporate Finance: A Practical Approach (2008), Michelle R. Clayman, Martin S. Fridson,
George H. Troughton, Wiley.
17. Corporate Governance, Ch. 1 [pp. 1567] in The Theory of Corporate Finance, Tirole,
Princeton University Press, 2006.
18. Standards of Practice Handbook, 9th ed. (2005), CFA Institute
(Other studies recommended during the seminar activities).

8. 2 Seminar/lab activities

Teaching
methods

Remarks

Management structures. Correlations between managers' Analyses and

remuneration and corporate performance.
discussions
The influence of ownership structure on dividend policy.
Analyses and
discussions
The correlation between corporate governance and financial Analyses and
performance.
discussions
The correlation between corporate governance and capital Analyses and
structure.
discussions
The correlation between corporate governance and dividend Analyses and
policy.
discussions
The correlation between corporate governance and market Analyses and
value of the company.
discussions
Corporate social responsibility.
Analyses and
discussions

Bibliography
1. Mallin, Christine, A., Corporate Governance, Ed. Oxford University Press, 2004.
2. Monks, Robert A.; Minow, Nell, Corporate Governance, John Wiley & Sons, 2011.
3. Djankov, S., C.McLiesh, and A. Shleifer. 2007. Private Credit in 129 Countries. Journal of Financial
Economics 84:299329.

4. Dragota, Mihaela, Decizia de investire pe piaa de capital, Ed. ASE, Bucureti, 2006.
5. Dragota Victor, Politica de dividend. O abordare n contextul mediului economic din Romnia, Ed.
ALL Beck, Bucureti, 2003.

6. Dragota, Victor et al. Control premium for Romanian listed firms, Economic Computation and
Economic
Cybernetics
Studies
and
Research,
no.3-4/2007,
http://www.cergeei.cz/pdf/gdn/RRCV_19_paper_02.pdf.
7. Dragota, Victor, Minority shareholders protection in Romania: evidence on dividends, Euro
Mediterranean
Economics
and
Finance
Review,
No.1,
2006,
pp.
76-89,
http://www.iscparis.fr/fileadmin/templates/iscparis2/Recherche/EMEFIR_8012006.pdf
or

http://www.cerge-ei.cz/pdf/gdn/RRCV_19_paper_01.pdf.

8. Dragota, Victor; Ciobanu, Anamaria; Obreja, Laura; Dragota, Mihaela, Management financiar,
Ed. Economica, Bucureti, 2003.

9. Herrigel, Garry, Corporate Governance: History Without Historians, paper prepared for Geoffrey
Jones and Jonathan Zeitlin (editors), Handbook of Business History, Oxford University Press, 2006.

10. Shleifer, A., Vishny, R.W., 1997, A Survey of Corporate Governance, The Journal of Finance, 52.
11. La Porta, R., Lopez-de-Silanes, F., Shleifer, A., Vishny, R. (1998) Law and Finance, The Journal of
Political Economy, 106, 1113-1155.

12. Pistor, K., Raiser, M., Gelfer, S. (2000) Law and finance in transition economies, Economics of
transition, 8, 325-368.

13. Spamann, H. (Harvard Law School), The Antidirector Rights Index Revisited, The Review of
Financial Studies/v 23 n 2 2010.

14. The Corporate Governance of Listed Companies: A Manual for Investors (2005), CFA
Institute
15. Corporate Finance: A Practical Approach (2008), Michelle R. Clayman, Martin S. Fridson,
George H. Troughton, Wiley.
16. Corporate Governance, Ch. 1 [pp. 1567] in The Theory of Corporate Finance, Tirole,
Princeton University Press, 2006.
17. Standards of Practice Handbook, 9th ed. (2005), CFA Institute

9. Corroborating the content of the discipline with the expectations of the epistemic
community, professional associations and representative employers within the field of the
program
Discussing the contents with practitioners in corporate governance - employees of Bucharest Stock
Exchange and Corporate Governance Institute, financial analysts, managers from listed companies
which have already implements the principles of BSE Corporate Governance Code.
10. Evaluation
Type of activity

10.1 Evaluation criteria

10.2 Evaluation
methods

10.3 Share in
the
final grade (%)

10.4 Course

10.5. Seminar/lab
activities

Elaborating and presenting of a

project in the field of corporate
governance revealing the personal
contribution of each student.
We appreciate personal opinions
provided in a constructive manner.

Presentation of the
project and the analysis
of its content.

30%

Final exam

Written final exam.

The grade obtained for
tutorial activities will
be considered only if
the student passes the
final exam.

70%

10.6. Final
assessment
10.7. Minimum performance standard:

The ability to analyze case studies from the field of corporate governance.
The ability to analyze strengths and weaknesses of corporate governance using study cases and to

propose improvement solutions.

The ability to analyze the empirical results published in the field of corporate governance.

Date of syllabus
proposal

Signature of the professor for the

course

Signature of the professor for the

seminar

10.09.2013

Prof. Ingrid-Mihaela Dragota

Prof. Ingrid-Mihaela Dragota

Data of approval in the department

Signature of the Head of the department

12.09.2013

Senior lecturer Lucian u