シラバス Syllabus

授業名 AI and Corporate Governance
Course Title AI and Corporate Governance
担当教員 Instructor Name Sung Soo Eric Kim
科目ナンバリングコード Course Numbering Code
授業形態 Class Type 講義 Regular course
授業形式 Class Format On Campus
単位 Credits 2
言語 Language EN
科目区分 Course Category 応用科目200系 / Applied
学位 Degree MBA
開講情報 Terms / Location 2026 GSM Nagoya Fall
コード Course Code GLP225_G26N
メジャー Major

授業の概要 Course Overview

Mission Statementとの関係性 / Connection to our Mission Statement

This course supports the Mission Statement of Nagoya University of Commerce & Business by developing leaders who can hold an organization accountable for what its systems do. Participants sit in the seats of directors and executives who must decide how far to delegate judgment to machines, when to deploy a system that cannot be fully verified, and who answers when harm follows. Cases span the United States, Europe, India, and Japan, and the regulatory divergence among them is itself part of the material, so participants practice reasoning across the boundary between the new era of Asia and the rest of the world. In requiring participants to take ethical positions and defend them under challenge, the course cultivates the Frontier Spirit and the ethical leadership the mission calls for.

授業の目的(意義) / Importance of this course

Boards and executives are being asked to govern systems they did not build and cannot fully explain. The classical instruments of corporate governance — the duty of oversight, the allocation of decision rights, disclosure, and legal liability — were designed for a firm in which judgment sat with people. Artificial intelligence moves some of that judgment into systems that act at scale, fail in correlated ways, and cannot account for themselves.

By studying this course, participants will deepen their understanding of what changes and what does not. The course begins deliberately with governance failures that involved no AI at all, because the argument that AI makes oversight harder can only be made against a clear picture of how oversight already fails. It then works through the decisions AI actually forces: whether to codify expert judgment, when to release an unverifiable system, how far to delegate authority, who is accountable for autonomous action, what must be disclosed, and where a firm should draw a line the law does not yet require.

The course is taught entirely through the case method. There are no lectures in the conventional sense. Each session centers on a real organization facing a real decision, and participants take the position of those who had to decide. Class time is spent building an argument collectively: participants take positions, defend them under questioning, and revise them when a colleague's reasoning proves stronger. Frameworks and concepts emerge from the discussion rather than preceding it.

学修到達目標 / Achievement Goal


By the end of this course, participants will be able to,

Knowledge and Understanding: Explain the separation of ownership and control, the agency problem, the duty of care and the duty of oversight, and how these apply — and fail to apply — when judgment is exercised by a system,
Specialized Skills: Assess whether an organization's governance and control structures are adequate to the AI it deploys; judge when a system is ready to release; allocate decision rights among board, management and machine; trace accountability across developer, deployer, executive and director,
General Abilities: Analyze an unstructured situation, identify the decision that must actually be made, and take a defensible ethical position under incomplete information; argue persuasively in a demanding discussion environment,
Attitudes: Recognize responsibility as something an organization holds rather than something it can transfer to a vendor or a system, and weigh competitive cost against restraint honestly.

本授業の該当ラーニングゴール Learning Goals

*本学の教育ミッションを具現化する形で設定されています。

LG1 Critical Thinking
LG3 Ethical Decision Making
LG4 Effective Communication
LG5 Executive Leadership (EMBA)
LG6 Innovative Leadership (MBA)

受講後得られる具体的スキルや知識 Learning Outcomes


By completing this course, participants will gain,

The ability to read an organization's governance structure and identify where oversight will fail before it does,
A framework for deciding whether and how far to codify expert judgment into a system, and for anticipating what becomes fragile when scale is achieved,
The judgment to decide whether to deploy a system that cannot be fully verified, and to set the exchange rate between safety and speed deliberately rather than by default,
The ability to allocate decision rights among boards, managers and autonomous systems, and to specify what supervision of an agent actually consists of,
A method for tracing accountability across developer, deployer, executive and director when harm occurs,
An understanding of what must be disclosed, to whom, and when — including to regulators — as AI is embedded in core processes,
The ability to judge where a firm should draw a line the law does not require, and to argue for it in competitive terms.

SDGsとの関連性 Relevance to Sustainable Development Goals

Goal 9 産業と技術革新の基盤をつくろう(Industry, Innovation and Infrastructure)

教育手法 Teaching Method

教育手法 Teaching Method % of Course Time
インプット型 Traditional 0 %
参加者中心型 Participant-Centered Learning ケースメソッド Case Method 100 %
フィールドメソッド Field Method 0 %
合計 Total 100 %

事前学修と事後学修の内容、レポート、課題に対するフィードバック方法 Pre- and Post-Course Learning, Report, Feedback methods

I. Prerequisites for the Course

Participants are expected to dedicate 2 to 4 hours of preparation before each case. Three cases are discussed each day.

Pre-Class Preparation
Every case is distributed in advance. No case materials are handed out during class. Where a case comes in several parts — (A), (B), (C) — all parts are assigned and read together as one package before the session.
Read the assigned case in advance and come prepared to take a position and defend it.
Cold calls are a standard and graded part of this classroom.
Post-Class Review
Revisit the frameworks that emerged in discussion and apply them to an organization of your own choosing, in preparation for the final report.

Assignment questions are issued for every case in a separate assignment sheet. A laptop is required.

II. Final Report

Case to be used: all cases. Assignment: synthesize what you have learned across the cases discussed in class and design an AI governance structure. Detailed instructions will be announced during the course. Individually written and individually graded; participants may research and discuss together, but every submission is the participant's own work. Submission Deadline: 11:00 pm on the final class day. Submission Method: via Google Classroom (within 20 A4 pages, Times New Roman 12pt, double-spaced, PDF).

III. Feedback

There is no written preparatory report in this course. Feedback is given in three ways. First, contribution is acknowledged and challenged in class as discussion proceeds — this is the primary feedback mechanism of the case method, and it is continuous. Second, each participant receives an individual written comment on the quality of their class contribution at the end of the second day, so that there is time to act on it before the course concludes. Third, the final report receives written comments through Google Classroom on submission. No work is due after the course ends.

授業スケジュール Course Schedule

第1日(Day1)

This course is conducted through the case method, class discussion, and problem-finding and problem-solving work, in a bidirectional exchange between instructor and participants and a multidirectional exchange among participants.

Oversight Duties and the Codification of Tacit Knowledge

Separation of ownership and control, and the agency problem. The duty of care and the duty of oversight — what a board is expected to know, and where liability lies for not knowing. Two failures without AI: incentive design that corrupted an organization while controls looked intact, and a board that could not follow a technical domain. Then the first AI decision: whether to scale a diagnostic model fast or refine it first, and what happens to accuracy when expert judgment is codified and scaled.

●使用するケース
Srinivasan, S., Campbell, D. W., Gallani, S., & Migdal, A. (2017, revised 2021). Sales misconduct at Wells Fargo Community Bank (Harvard Business School Case No. 118-009-PDF-ENG). Harvard Business School Publishing.
Srinivasan, S., Paine, L. S., & Goyal, N. (2016, revised 2019). Cyber breach at Target (Harvard Business School Case No. 117-027-PDF-ENG). Harvard Business School Publishing.
Bojinov, I. I., Lakhani, K. R., Sasso, S., & Knoop, C.-I. (2025). K Health: Building an AI physician model (Harvard Business School Case No. 625-079-PDF-ENG). Harvard Business School Publishing.

第2日(Day2)

Deployment Decisions and the Allocation of Decision Rights

Releasing a system that cannot be fully verified. What "tested" means for a probabilistic system, and who sets the exchange rate between safety and speed. Correlated failure: one system's error applied uniformly rather than scattered across many judgments. Then authority itself — board composition and technical literacy, what directors should be asking, and what happens when a powerful commercial partner holds no formal governance authority but decides the outcome anyway.

●使用するケース
Gallani, S., Huckman, R. S., Srinivasan, S., Bitton, A., & Sonnefeldt, K. (2026). The AI scribe: Enhancing physician presence and curbing burnout at Mass General Brigham (A) (Harvard Business School Case No. 126-061-PDF-ENG), with supplement (B) No. 126-064-PDF-ENG. Harvard Business School Publishing. Both parts are read together.
Paine, L. S., Srinivasan, S., & Hurwitz, W. (2024, revised 2026). Governing OpenAI (A) (Harvard Business School Case No. 324-103-PDF-ENG), with supplement (C) No. 326-123-PDF-ENG. Harvard Business School Publishing. Both parts are read together.
Watkiss, L. (2026). OpenAI: Governance under competing commitments (Ivey Publishing Case No. W49378-PDF-ENG). Ivey Publishing.

第3日(Day3)

Accountability for Autonomous Systems

Harm has occurred — who answers? Tracing responsibility across developer, deployer, executive and director. Vendor liability when judgment itself was what was outsourced. Why fault-based frameworks strain when no single actor caused the outcome. What changes when harm reaches a person rather than a balance sheet, and what an organization owes those affected in disclosure. Knowing of a weakness and failing to act on it.

●使用するケース
Srinivasan, S., & Ni, L.-K. (2023). Ransomware attack at Springhill Medical Center (Harvard Business School Case No. 123-065-PDF-ENG). Harvard Business School Publishing.
Puri, S., Mahanta, P., & Kumar, M. (2025). Workday: Navigating the artificial intelligence bias dilemma (Ivey Publishing Case No. W42546-PDF-ENG). Ivey Publishing.
Srinivasan, S., Pitcher, Q., & Goldberg, J. S. (2017, revised 2019). Data breach at Equifax (Harvard Business School Case No. 118-031-PDF-ENG). Harvard Business School Publishing.

第4日(Day4)

Disclosure, Regulation, and Strategic Self-Restraint

What must be told, to whom, and when — including to regulators — once AI is embedded in core processes. Whether to centralize control of a democratized capability or leave it distributed. Regulatory divergence across the European Union, the United States, and Asia, and what divergence does to market and architecture choices. Non-state disciplinarians: investors, litigants, media, the state as customer. Whether responsible AI is a constraint or a position, and what a firm gains by publicly refusing something.

●使用するケース
Bojinov, I. I., Lakhani, K. R., Hildebrandt, A., & Weber, J. (2025). Moderna: Democratizing artificial intelligence (Harvard Business School Case No. 625-070-PDF-ENG). Harvard Business School Publishing.
Gupta, P., & Gupta, S. (2025). Meta's quagmire: AI algorithms and social media's legal-ethical maze (Ivey Publishing Case No. W41381-PDF-ENG). Ivey Publishing.
Srinivasan, S., & Namirian, Z. (2026). Sarvam: Building sovereign AI for India (Harvard Business School Case No. 126-089-PDF-ENG). Harvard Business School Publishing.

第5日(Day5)



第6日(Day6)



第7日(Day7)



成績評価方法 Evaluation Criteria

*成績は下記該当項目を基に決定されます。
*クラス貢献度合計はコールドコールと授業内での挙手発言の合算値です。
講師用内規準拠 Method of Assessment Weights
コールドコール Cold Call 0 %
授業内での挙手発言 Class Contribution 70 %
クラス貢献度合計 Class Contribution Total 70 %
予習レポート Preparation Report 0 %
小テスト Quizzes / Tests 0 %
シミュレーション成績 Simulation 0 %
ケース試験 Case Exam 0 %
最終レポート Final Report 30 %
期末試験 Final Exam 0 %
参加者による相互評価 Peer Assessment 0 %
合計 Total 100 %

評価の留意事項 Notes on Evaluation Criteria

Participants are expected to study the three cases assigned for each day.

By university policy, active class participation is a fundamental component of this course, accounting for 70% of the final grade. In assessing class participation, emphasis will be placed on the quality of contributions rather than mere frequency. Thoughtful engagement in discussions — demonstrating logical reasoning and deep insights — will be valued over simply sharing facts, paraphrasing, or summarizing previous points.

This course deals with questions on which reasonable people disagree. Participants are expected to take positions and defend them, and are credited for changing a position when a colleague's reasoning warrants it. Declining to take a position is not neutrality.

Cold calls are a standard and graded part of this classroom. Participants who do not participate in discussion cannot learn by this method, and their grade will reflect that.

The final report is graded on the strength of original reasoning, not on summary. It is important to deliver your own thoughts and critical reasoning, built on the cases discussed in class.

Turning in the assignment with imperfect English is fine. Using generative AI to write your report is strictly prohibited; where I judge that a report has been written by AI, it will receive zero points.

All grading is individual. Participants may research and discuss together, but every submission is the participant's own work.

配布教材と教室における電子機器の利用マナーについて Guidelines for Classroom Technology and Proper Use of Course Materials

  1. ケースメソッド教育の中核は、積極的な参加と知識の共有です。この教育を支えるため参加者は授業中の電子機器(例:スマートフォン、ノートパソコン)の使用を制限するよう求められます。許可を得た場合でも、教室内では電子機器は、ケース討議に資する目的でのみ使用してください。授業中は、たとえケース討議に関連していても、検索エンジンや生成AIの使用は避けて下さい。
  2. 配布教材(ケースを含む)は指定された授業への参加以外の目的で利用しないで下さい。著者の権利、著作権、特定情報の機密性を保護するため、許可なく教材を個人や組織(生成AI を含む)に提供することはできません。このルールは、印刷物・電子教材のいずれにも適用されます。
  1. Active participation and shared learning is at the core of the case method learning. Participants are asked to limit their use of electronic devices (e.g., laptops, smartphones) during classroom sessions in support of this model. Even with permission granted, devices should only be used in the classroom in service to the case discussion. Online searches and generative AI tools, even if related to the case discussion, are discouraged while class is in session.
  2. Students are prohibited from using the course materials (including cases) distributed by the university for any purpose other than participation in the designated class. Students must not input, process or test course materials with any artificial intelligence (AI) tools, bots, software, or platforms without the author's permission. These actions violate the terms of use for the course materials and may also constitute copyright infringement.

教科書 Textbook

  • 配布資料

参考文献・資料 Additional Readings and Resource

N/A

授業調査に対するコメント Comment on Course Evaluation

Newly Assigned Course

担当教員のプロフィール About the Instructor 

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