How to build a corporate governance course: a complete guide for lecturers

Central question: What problem is corporate governance trying to solve, and whose interests should the corporation serve?

Open by separating governance from management. Governance allocates authority, establishes accountability and sets the processes through which directors, executives, owners and other stakeholders make and challenge consequential decisions. Agency theory is essential, but a strong course also introduces stakeholder, stewardship, resource-dependence and institutional perspectives so students can explain why different systems produce different answers.

What this concept covers

• Separation of ownership and control, agency costs and monitoring
• Shareholder, stakeholder, stewardship and resource-dependence perspectives
• Corporate purpose, legitimacy and long-term value creation
• Governance as a system of rights, responsibilities, information and accountability
• How ownership structures change the central governance problem

Learning outcomes

• Distinguish governance from management and compliance
• Compare major theories of corporate governance
• Explain how ownership and control shape accountability
• Evaluate competing statements of corporate purpose

How to teach it

• Use a one-page corporation map showing shareholders, board, executives, employees, creditors and regulators.
• Ask groups to rewrite the same board decision from agency and stakeholder perspectives.
• Compare a widely held listed company with a founder-controlled company and a state-influenced enterprise.

Case-style example

Asteron Health has 40,000 dispersed shareholders. Its CEO proposes a GBP 60 million acquisition that is expected to reduce earnings by 8% for two years but could add GBP 25 million of annual cash flow from year four. Students calculate the rough payback, identify who has decision rights, then write two recommendations: one from a shareholder-value lens and one from a stakeholder/stewardship lens. They discover that the disagreement is not over arithmetic alone but over purpose, horizon and accountability.

Where students struggle

Students often turn governance into a list of rules. Keep returning to the allocation of power and the quality of challenge. A code can specify a process, but it cannot decide whether the board asked the right question.

Reading and a quick check

Set the opening chapters of Tricker and selected sections of the 2023 G20/OECD Principles. Quick check: ask students to name one governance failure that can occur even when every formal committee exists.

Teaching activity

Run a short board-purpose debate. Each group must state the objective, the accountable decision-maker and the evidence that would justify intervention.

Where it leads

This foundation lets students compare the legal, regulatory and institutional frameworks that turn broad governance principles into specific board duties and disclosures.

Central question: How do law, listing rules, governance codes and market institutions shape what directors may, must and should do?

Corporate governance is globally portable only if students can distinguish legal duties from voluntary or market-based governance expectations. This concept introduces fiduciary duty, duties to the company, disclosure, listing requirements, comply-or-explain codes and comparative governance systems without turning the course into a jurisdiction-specific law module.

What this concept covers

• Directors duties, fiduciary standards and the business judgement boundary
• Hard law, listing rules, governance codes and stewardship codes
• Comply-or-explain and principles-based regulation
• One-tier and two-tier board systems
• Comparative governance across market-based, bank-influenced, family-controlled and state-influenced systems

Learning outcomes

• Classify governance requirements by source and enforceability
• Apply a directors-duty framework to a board decision
• Compare one-tier and two-tier board structures
• Explain how national institutions shape governance practice

How to teach it

• Give students a short extract from the OECD Principles and one national code.
• Ask them to mark each requirement as legal obligation, listing expectation, code provision or good-practice recommendation.
• Use a comparative matrix rather than memorising country rules.

Case-style example

Nordhaven plc is considering a supplier contract with a company owned by the chair's sibling. The contract is GBP 4.8 million per year, 6% cheaper than the next bid, but the relationship was not disclosed to the full board. Students identify which issues belong to conflicts, disclosure, director duties and board process, then recommend whether the board should approve, re-tender or impose safeguards. They discover that a commercially attractive transaction can still be procedurally indefensible.

Where students struggle

Students frequently treat codes as if they were identical to law, or assume a governance practice is universal. Require them to state the source, jurisdiction and consequence of non-compliance before using a rule.

Reading and a quick check

Use the 2023 G20/OECD Principles as the global anchor and the 2024 UK Corporate Governance Code as one concrete principles-based example. Quick check: what is the practical difference between a legal duty and a comply-or-explain provision?

Teaching activity

Run a governance-source classification workshop using a short fictional annual report and a board minute.

Where it leads

Students can now ask not only what the board owes, but how the board should be designed to discharge those responsibilities.

Central question: What makes a board capable of governing rather than merely formally compliant?

Board design is more than counting independent directors. Students should evaluate skills, independence, information, tenure, diversity, committee architecture and the relationship between board composition and the company's strategy and risk profile.

What this concept covers

• Unitary and supervisory board structures
• Executive, non-executive and independent director roles
• Chair, lead independent director and committee leadership
• Audit, remuneration, nomination and risk committees
• Skills matrices, tenure, diversity, overboarding and succession

Learning outcomes

• Evaluate whether a board composition fits company strategy and risk
• Distinguish formal independence from practical independence
• Design an appropriate committee structure
• Identify gaps in a board skills matrix

How to teach it

• Give students director biographies and a company strategy, then ask them to build a skills matrix.
• Introduce a board renewal constraint so replacing one director creates a trade-off.
• Use the board as a portfolio of capabilities rather than a diversity checklist.

Case-style example

HelioGrid Energy has seven directors: four have finance backgrounds, five have served more than nine years, only one has cyber expertise and none has run a regulated utility. The company plans a GBP 500 million smart-grid programme and has suffered two material cyber incidents. Students score the board against five capability needs, choose two directors to rotate, and defend two replacements. They discover that independence, continuity and domain expertise can pull in different directions.

Where students struggle

Students may assume more independence is always better or that demographic diversity automatically equals cognitive diversity. Push them to connect composition to the work the board must actually perform.

Reading and a quick check

Assign a recent board-composition reading and the Code sections on composition, succession and evaluation. Quick check: which missing capability would most weaken oversight of HelioGrid's strategy?

Where a simulation fits

The Corporate Governance Simulation fits as a later application because the CEO, CTO, CCO and Shareholder roles expose why formal role design is not enough. Students need board and accountability concepts first, then can test how authority works under conflict.

Where it leads

Once the architecture is clear, the course can move inside the boardroom and examine information, challenge, dissent and decision process.

Central question: How does a board make a high-quality decision when information is incomplete, executives are influential and time is limited?

Research increasingly distinguishes board structure from board behaviour. A technically independent board can still fail if information is filtered, directors defer to a dominant executive, dissent is suppressed or the agenda allocates too little time to the real risk.

What this concept covers

• Board agendas, information packs and information asymmetry
• Constructive challenge, psychological safety and dissent
• Chairing, sequencing and decision protocols
• Board evaluation and effectiveness reviews
• Minutes, decision rights and escalation

Learning outcomes

• Diagnose information and process weaknesses in a board decision
• Design a board agenda that creates space for challenge
• Evaluate when dissent improves or delays decision quality
• Recommend board-evaluation evidence

How to teach it

• Give every student the same board pack but reveal one risk memo to only half the class.
• Use a silent first vote before discussion to reduce anchoring.
• Ask one student to chair while another is explicitly responsible for the dissent case.

Case-style example

BlueArc Software must decide whether to launch a new data product. Management forecasts GBP 30 million of revenue and a 32% margin. A late risk memo estimates a 20% probability of a regulatory delay that would cost GBP 12 million. Students calculate expected downside, vote privately, then repeat after a chaired challenge round. They discover how sequencing and information access can change a board decision even when the underlying facts do not change.

Where students struggle

Students often focus on whether the final decision was right. The teaching target is whether the process was capable of producing a defensible decision ex ante.

Reading and a quick check

Use Yung on board passivity and Eirola, Bezemer and Reinhold on boardroom dissent. Quick check: which meeting design choice would make dissent safer without making every decision slower?

Where a simulation fits

The Corporate Governance Simulation is useful after this concept because each stakeholder team sees the same conflict through a different mandate and must convert evidence into a defendable position before a shared negotiation.

Where it leads

Board process becomes especially consequential when the board appoints, evaluates and challenges the chief executive.

Central question: How should the board support a high-performing CEO while retaining the independence to replace or constrain that CEO?

CEO oversight is the clearest test of board independence. Students should examine appointment, evaluation, succession, CEO-chair separation, emergency succession and the trade-off between leadership continuity and accountability.

What this concept covers

• CEO selection, evaluation and removal
• CEO-chair duality and lead independent director arrangements
• Succession pipelines and emergency succession
• Founder CEOs, key-person dependence and executive dominance
• Board-executive information boundaries

Learning outcomes

• Evaluate CEO oversight arrangements
• Design a succession process with objective evidence
• Identify key-person and founder-governance risks
• Recommend escalation when performance and conduct signals conflict

How to teach it

• Use a CEO scorecard with strategic, financial, culture and risk measures.
• Force students to decide before they know whether the CEO will accept a governance safeguard.
• Compare planned succession with crisis succession.

Case-style example

Vantage Mobility's founder-CEO has grown revenue from GBP 80 million to GBP 310 million in four years, but staff turnover is 31%, two senior executives have resigned and the chair has no named successor plan. The board can renew the CEO for five years, renew for two with governance conditions, or start a search. Students weight performance, conduct, succession and key-person risk, then defend a recommendation. They discover why exceptional performance can increase rather than reduce governance dependence.

Where students struggle

Students may treat CEO succession as a human-resources problem. Reframe it as a board responsibility for continuity, accountability and strategic capability.

Reading and a quick check

Use Tricker's board-executive chapters and a recent governance case. Quick check: what evidence would justify retaining a dominant CEO while strengthening board control?

Where a simulation fits

The Corporate Governance Simulation directly reinforces this concept: the case asks whether and how a successful CTO should be constrained when personal interests create a governance risk, making performance-versus-accountability tension visible.

Where it leads

Oversight is closely tied to incentives. The next concept asks whether pay architecture reinforces the behaviour the board says it wants.

Central question: How can the board design incentives that reward value creation without encouraging manipulation, excessive risk or short-termism?

Executive pay gives students a concrete way to connect agency theory with measurable design choices. The objective is not to discover a perfect pay ratio but to evaluate performance measures, time horizons, discretion, malus and clawback, peer benchmarking and shareholder legitimacy.

What this concept covers

• Fixed pay, annual bonus, long-term incentives and equity
• Performance measures, targets and vesting horizons
• Risk adjustment, malus, clawback and discretion
• Peer benchmarking and ratcheting
• Say-on-pay, remuneration committees and disclosure

Learning outcomes

• Critique a remuneration design
• Identify incentive-induced risk and gaming
• Recommend balanced performance measures
• Evaluate shareholder and stakeholder responses to pay outcomes

How to teach it

• Give students three alternative pay packages and the same strategy.
• Require them to predict managerial behaviour before calculating total compensation.
• Add an adverse event after the bonus has been earned and ask whether discretion or clawback should apply.

Case-style example

Northstar Retail offers its CEO a GBP 1.2 million salary plus a bonus of up to 200% based 70% on EPS growth and 30% on revenue. A proposed alternative caps the annual bonus at 100% and adds a three-year ROIC and customer-retention metric. Students calculate payouts under 12% EPS growth, 6% revenue growth and a 4-point fall in retention, then recommend a design. They discover that a high-powered incentive can reward the exact behaviour the board later criticises.

Where students struggle

Students often judge pay by size alone. The more important question is what behaviour the architecture rewards, what can be manipulated and what happens in downside scenarios.

Reading and a quick check

Use the UK Code remuneration section and a contemporary article on shareholder governance and executive pay. Quick check: which metric would you remove first if it can be improved by cutting investment that creates long-term value?

Teaching activity

Run a remuneration committee workshop with a shareholder vote at the end.

Where it leads

Pay governance leads naturally to the owners who vote on directors, remuneration and major resolutions, and to the stewardship institutions that influence those votes.

Central question: How should boards respond when shareholders are both owners and heterogeneous stakeholders with different horizons, strategies and levels of influence?

Modern ownership is mediated by institutional investors, index funds, proxy advisers and activist campaigns. Students should learn how voting, engagement, stewardship and ownership concentration influence board accountability without assuming that every shareholder wants the same thing.

What this concept covers

• Shareholder rights, voting and general meetings
• Institutional ownership and index-fund stewardship
• Proxy advisers and voting recommendations
• Activist investors and engagement tactics
• Controlling shareholders and minority protection

Learning outcomes

• Map shareholder rights and influence channels
• Evaluate an activist thesis and board response
• Explain the role of proxy advisers and stewardship teams
• Identify minority-shareholder risks under concentrated ownership

How to teach it

• Give groups the same company but different investor mandates: index fund, activist, pension fund and founder.
• Ask each to write a two-paragraph engagement letter.
• Run a vote and compare how the coalition changes if one large holder abstains.

Case-style example

Cobalt Media has a founder with 28% of votes, two index funds with 18% combined and an activist with 7%. The activist wants the company to sell a division that earns GBP 16 million EBITDA but absorbs GBP 40 million of capital annually. Students estimate the capital release, map likely voting coalitions and draft the board's response. They discover that ownership percentage, time horizon and engagement strategy matter as much as the headline economic case.

Where students struggle

Students may treat shareholders as a single principal. Make heterogeneity explicit: different owners have different mandates, information costs and incentives to engage.

Reading and a quick check

Assign Dey, Starkweather and White on proxy advisory firms and corporate shareholder engagement. Quick check: why can an index investor be influential even when it cannot sell the company selectively?

Teaching activity

Run a shareholder-engagement role-play ending in a non-binding advisory vote.

Where it leads

Ownership pressure becomes especially difficult when directors or executives have personal interests. The next concept makes conflicts of interest the central board decision.

Central question: What makes a governance response proportionate when a valuable executive or director has an interest that could compromise objective judgement?

Conflicts of interest are ideal for applied governance teaching because identifying the conflict is easy; designing a proportionate response is not. Students must combine disclosure, recusal, restrictions, divestment, monitoring, independent approval and organisational continuity.

What this concept covers

• Actual, potential and perceived conflicts of interest
• Disclosure, recusal, independent approval and related-party governance
• Fiduciary duty, loyalty and executive accountability
• Proportionality and remediation
• Whistleblowing, speak-up and escalation

Learning outcomes

• Classify conflicts and assess materiality
• Design a proportionate conflict-management response
• Defend governance safeguards to multiple stakeholders
• Distinguish immediate remediation from future control design

How to teach it

• Teach the conflict-management toolkit first, then run the Finsimco Corporate Governance Simulation.
• Require teams to set a red line and a negotiable point before entering the negotiation.
• Debrief both the immediate resolution and the safeguards agreed for future cases.

Case-style example

Vertex Bio's CTO owns 6% of a private competitor now valued at GBP 45 million. Vertex has generated GBP 18 million of annual EBITDA improvement under the CTO, and replacing the executive would delay a product launch by six months. Students estimate the value of the stake, identify disclosure and independence concerns, then choose between divestment, recusal, role restrictions or removal. They discover why governance decisions must be proportionate rather than merely punitive.

Where students struggle

Students frequently jump from conflict identified to executive removed. Push them to specify materiality, evidence, safeguards, decision rights and how the solution will be monitored.

Reading and a quick check

Use the Corporate Governance Simulation briefing plus the OECD principles on disclosure, board responsibilities and related-party transactions. Quick check: what safeguard is essential if the conflicted executive remains in post?

Where a simulation fits

The Corporate Governance Simulation is the primary applied exercise for this concept. Students represent CEO, CTO, CCO and Shareholder teams, analyse role-specific evidence, negotiate the current conflict and agree safeguards for future conflicts.

Where it leads

A conflict process depends on controls, risk information and escalation. The next concept broadens from one conflict to the board's oversight of enterprise risk, audit and internal control.

Central question: How can the board know whether the organisation is in control without pretending that risk can be eliminated?

This concept connects governance with the audit committee, risk appetite, material controls, internal audit, external audit and assurance. The teaching goal is to separate oversight from operational risk management and to make the board specify what evidence would support a statement that controls are effective.

What this concept covers

• Board risk appetite and oversight
• Audit committee responsibilities and financial-reporting integrity
• Internal control design, testing and material weaknesses
• Internal and external audit, assurance and independence
• Whistleblowing, fraud risk and escalation

Learning outcomes

• Design board-level risk reporting
• Evaluate a material control weakness
• Distinguish first-line management from board oversight and independent assurance
• Recommend escalation and remediation

How to teach it

• Use a risk dashboard with too many metrics and ask students to reduce it to ten board indicators.
• Give one control failure and ask whether it is isolated, systemic or material.
• Require an assurance map showing management, risk/compliance, internal audit and external assurance.

Case-style example

Orion Payments processes GBP 9 billion annually. A controls review finds that privileged system access is recertified only once a year, although policy requires quarterly review. No fraud has been detected, but 42 former contractors retained access for 30 to 90 days after leaving. Students quantify the control breach, classify the risk, and draft the audit committee's remediation and disclosure position. They discover that absence of loss is not evidence that a material control is effective.

Where students struggle

Students may confuse risk ownership with board oversight. The board sets appetite, asks for evidence and holds management accountable; it should not manage the control itself.

Reading and a quick check

Use the 2024 UK Corporate Governance Code sections on audit, risk and internal control and current FRC guidance. Quick check: what evidence would you demand before declaring a material control effective?

Where a simulation fits

The Corporate Governance Simulation supports this concept indirectly through the CCO role, internal compliance evidence and the need to translate control expectations into a negotiated governance response.

Where it leads

Controls are necessary, but formal controls do not guarantee the organisation will speak up or behave consistently. Culture brings informal governance into the course.

Central question: What should a board monitor when culture is intangible but conduct failures create financial, legal and reputational consequences?

Boards are increasingly expected to oversee culture and conduct, especially after misconduct, safety failures and control breakdowns. Students should connect incentives, escalation, employee voice, operational signals and board attention rather than treating culture as a survey score.

What this concept covers

• Culture as patterns of behaviour, incentives and norms
• Employee voice, whistleblowing and speak-up systems
• Conduct risk, misconduct and root-cause analysis
• Crisis governance, special committees and independent investigations
• Remediation, accountability and rebuilding trust

Learning outcomes

• Identify board-relevant culture indicators
• Distinguish symptoms from root causes
• Design a crisis-governance response
• Evaluate whether remediation changes incentives and accountability

How to teach it

• Use a timeline of weak signals that precede a major incident.
• Ask students when the board should have escalated and what evidence it should have requested.
• Compare a communications response with a governance response.

Case-style example

Redwood Bank reports record sales, but employee hotline complaints rise from 140 to 390 in a year, regretted turnover in one sales division reaches 27%, and 18% of incentive payouts are later adjusted for policy breaches. Students plot the signals, decide whether the board should commission an independent review, and propose three remuneration or control changes. They discover that culture becomes governable when translated into behaviour, incentives, escalation and outcomes.

Where students struggle

Students often say the board should improve culture without specifying what the board can observe or change. Require indicators, decision rights and evidence of remediation.

Reading and a quick check

Use the Wells Fargo case and FRC guidance on corporate culture. Quick check: which leading indicator would have been most useful before the misconduct became a public crisis?

Where a simulation fits

The Corporate Governance Simulation can be debriefed through the culture lens by asking whether the negotiated safeguards would change behaviour or only document a policy.

Where it leads

Culture and accountability connect governance to wider stakeholder impacts. The next concept addresses ESG, sustainability oversight and the board's role in trade-offs among investors, employees, regulators and society.

Central question: How should a board govern environmental and social trade-offs when stakeholder claims, financial constraints and disclosure expectations interact?

ESG belongs in a corporate governance course when it is treated as governance, not as a standalone sustainability survey. The board must decide who owns the issue, what is material, how targets affect capital allocation and incentives, and how disclosures remain credible.

What this concept covers

• Board responsibility for sustainability strategy and material risks
• Stakeholder identification, engagement and trade-offs
• ESG metrics, targets and disclosure governance
• Climate and environmental oversight
• Investor stewardship and responsible-business accountability

Learning outcomes

• Evaluate board ownership of a sustainability issue
• Connect ESG targets to financial and operating decisions
• Identify disclosure and greenwashing risks
• Defend a stakeholder trade-off under a financial constraint

How to teach it

• Teach materiality and board ownership before the simulation.
• Give students a target that is environmentally attractive but financially difficult, then ask for sequencing.
• Use the ESG Simulation as the applied stakeholder-negotiation exercise.

Case-style example

InnovaChem can install Filter G3 for GBP 22 million, reducing emissions by 48%, or Filter G2 for GBP 12 million, reducing emissions by 31%. Management forecasts EBITDA of GBP 34 million before the investment and a GBP 6 million annual cost for the stronger option. Students compare the two packages, add workforce and investor constraints, then recommend the board's decision and disclosure. They discover why sustainability ambition, affordability and credibility must be governed together.

Where students struggle

Students can drift into values statements. Keep asking: who decides, what evidence is material, what changes cash flow or risk, what is disclosed and what happens if the target is missed?

Reading and a quick check

Assign Iliev and Roth on director sustainability expertise and Hoepner et al. on ESG shareholder engagement and downside risk. Quick check: when should the full board retain ownership rather than delegate the issue to a sustainability committee?

Where a simulation fits

The ESG Simulation is the strongest secondary fit. Management, Investor, Regulator and Union teams model connected choices, negotiate a complete package and approve an ESG Policy Statement while preserving a minimum EBITDA requirement.

Where it leads

The final concept extends governance to technology, cyber and AI, where boards must oversee systems whose risks and capabilities evolve faster than traditional annual governance cycles.

Central question: How should boards govern fast-moving technologies when technical complexity, operational dependence and regulatory expectations exceed many directors' expertise?

Technology governance is now a board issue because digital resilience, cyber risk, data use and AI can affect strategy, control systems, customer outcomes and legal exposure. The goal is not to make directors engineers, but to teach them how to ask for accountable ownership, risk classification, assurance and escalation.

What this concept covers

• Board oversight of cyber resilience and digital dependence
• AI governance, model risk and responsible deployment
• Technology expertise on the board and in committees
• Data governance, third-party risk and incident escalation
• Governance design for rapidly changing regulation and assurance expectations

Learning outcomes

• Design a board-level technology governance model
• Distinguish strategic technology opportunity from control risk
• Specify evidence for AI and cyber oversight
• Recommend board capability and assurance changes

How to teach it

• Give students an AI deployment proposal with benefits, data risks and model limitations.
• Ask them to define board reserved matters versus management authority.
• Use NIST AI RMF as a risk vocabulary, then ask what evidence should reach the board.

Case-style example

Kestral Insurance wants to deploy an AI claims triage system expected to save GBP 9 million annually. Testing shows a 4.5% false-negative rate overall and 7.8% in one customer segment. A vendor supplies the model and refuses full training-data disclosure. Students estimate the cost benefit, identify governance and fairness risks, then set approval conditions, monitoring thresholds and board reporting. They discover that a strategic technology decision can be attractive and still require staged approval and independent assurance.

Where students struggle

Students can respond with generic demands for more expertise. Make them define what the board needs to know, who provides assurance and what trigger would pause deployment.

Reading and a quick check

Use NIST AI RMF 1.0 as a practical framework and current governance commentary. Quick check: what is the smallest set of evidence a board needs before approving a high-impact AI deployment?

Teaching activity

Run a technology-risk committee workshop followed by a five-minute board oral defence.

Where it leads

This final concept closes the lifecycle. Students should now be able to move from governance purpose and board design to a defendable decision under conflict, risk, stakeholder pressure and technological change.

10-week course structure

Compress by combining governance theory with frameworks, board structure with succession, and culture with crisis governance. Keep conflicts, controls, ESG and technology because these are where students demonstrate applied judgement.

14-week course structure

Use the additional sessions to separate board composition from board behaviour, shareholder stewardship from activism, and culture from formal controls. The extra space is most valuable when it creates more debrief and oral-defence time rather than more lecture content.

The Corporate Governance Simulation turns a conflict-of-interest case into a live governance resolution. A successful CTO holds a financial interest in a competing company, so students must balance executive performance, fiduciary duty, disclosure, accountability, investor confidence and future safeguards. The live product page specifies a 3-5 hour team-based experience with CEO, CTO, CCO and Shareholder roles.

Why it fits here

Students already know the governance framework, board process, executive oversight and conflict-management toolkit. The simulation therefore tests whether they can use those concepts under role pressure rather than simply identify the rule.

What students do

• Students are organised into CEO, CTO, Chief Compliance Officer (CCO) and Shareholder stakeholder teams.
• During Analysis, each team reviews its role objectives and evidence, including an Analyst Coverage Extract, Internal Compliance Memo and Governance Agency Note.
• Teams decide what the current conflict requires, including disclosure, restrictions, divestment or other safeguards, and prepare negotiation priorities.
• During Structuring, one team from each role meets in a four-role negotiation group to agree both the immediate resolution and future governance guidelines.
• The final package is approved only when all four stakeholder roles accept it. Reflection compares outcomes and same-role performance across groups.

Recommended course placement

• At the end of Session 8 after conflict-of-interest teaching.
• Across two classes if you want Analysis and Structuring to sit in separate 90-minute blocks.
• Before an individual board paper or oral defence so students can convert negotiated terms into assessable reasoning.

Knowledge students should have before the simulation

• Governance vs management and director accountability.
• Conflict-of-interest classification and disclosure.
• Fiduciary duty and executive accountability.
• Board oversight, evidence quality and proportionality.

Delivery format

Suggested debrief questions

• Was the resolution proportionate to the conflict and the CTO's performance?
• Which evidence changed your position, and which evidence did you discount?
• Did your governance safeguards solve only the current case or reduce recurrence risk?
• Where did role incentives distort or improve judgement?
• Would a board or committee need independent advice before approving your solution?
• What additional individual evidence would you require before assigning a summative mark?

The ESG Simulation places students in a four-stakeholder sustainability negotiation. Management, Investor, Regulator and Union teams must connect environmental, workforce, governance and financial choices rather than treating ESG as a narrative appendix. The live product page specifies a 2-4 hour team-based simulation with modelling, negotiation, a shared ESG Policy Statement and a minimum EBITDA constraint.

Why it fits here

By Session 11, students can already distinguish stakeholder claims from decision rights and can evaluate whether a governance process is accountable. The simulation adds connected financial and operating trade-offs, making sustainability oversight concrete.

What students do

• Students work as Management, Investor, Regulator or Union stakeholder teams and analyse role-specific evidence.
• Teams use modelling to test connected decisions covering production, filter systems, ESG expenditure, additional investment, management compensation, wages and employment.
• During Structuring, the four stakeholder teams negotiate one shared package and a collaborative ESG Policy Statement.
• The package must keep the company financially viable, including the simulation requirement that EBITDA remains above USD 20 million.
• All four stakeholder teams must approve the complete agreement. Reflection compares final terms, operational and ESG outcomes, and same-role performance.

Recommended course placement

• At the end of Session 11 after stakeholder and sustainability governance.
• Inside one intensive workshop of about three hours, or split across shorter sessions using Pause and Resume.
• Before the final board paper so students can compare multi-stakeholder negotiation with formal board accountability.

Knowledge students should have before the simulation

• Stakeholder governance and materiality.
• Board accountability and disclosure credibility.
• Basic income-statement logic so students can interpret EBITDA and operating trade-offs.

Delivery format

Suggested debrief questions

• Which stakeholder objective was hardest to reconcile with financial viability?
• Did the final package improve governance quality or merely split the difference?
• Which term had the largest EBITDA or operating consequence?
• How should the board explain the agreement to shareholders and employees?
• Where could the ESG Policy Statement overpromise relative to the operating package?
• What evidence should be retained for individual assessment?

A defensible pattern is to award most marks to the quality of recommendation and evidence, then use an individual note or oral defence for attribution. Moderate across groups by using the same rubric and reviewing a sample of high, middle and low outcomes. Do not use raw simulation ranking as the grade. Free-riding is best addressed through an individual component, contribution evidence and targeted viva questions.

The platform records what each team decided, the terms they agreed and comparative outcomes across groups. That evidence supports your academic judgement; it does not replace it, and it does not establish which individual student made which argument.

Grading with the Corporate Governance Simulation

Students analyse and negotiate a conflict-of-interest resolution as CEO, CTO, CCO and Shareholder teams. The assessment should reward governance judgement, not whether one role maximised its own score.

• Use of case evidence and quality of the causal link from evidence to proposed action.
• Accuracy and proportionality of the conflict-management response.
• Quality of immediate resolution and future safeguards.
• Ability to explain concessions and rejected alternatives.
• Individual oral or written defence where an attributable mark is required.

Grading with the ESG Simulation

Students negotiate a connected ESG package as Management, Investor, Regulator and Union teams. Grade the quality and consistency of the complete recommendation rather than treating platform outcomes as a substitute for a rubric.

• Use of role-specific evidence and modelling outputs.
• Consistency of environmental, workforce, funding and operating terms.
• Financial viability of the complete package, including the simulation's EBITDA constraint.
• Quality and credibility of the ESG Policy Statement relative to the agreed operating package.
• Individual reflection or defence where a mark must be attributed to a student.