Public companies play a critical role in the world’s economy. Such companies influence governments and have major impact on the lives of ordinary people because they undertake much of the commerce that takes place on a national and global scale. The aim of the module is to provide a comprehensive study of the role of corporate governance (essentially how companies are governed) in the world economy. The topics that this module will examine include : the definition and nature of corporate governance; the objective of the public company; strategies designed for governance; the theories of corporate governance; the theory behind the meaning and application of corporate governance in global commerce; the various systems of corporate governance that operate around the world with a focus on the Anglo-American system (outsider system) on the one hand and the systems applying in Germany and Japan (insider systems), with some comparison between these two major systems; the convergence of systems of corporate governance; the development of corporate governance in developing economies; the role of markets; the primary theories that are applied to corporate governance; the roles and positions of directors, in both one-tier and two tier boards, shareholders (including, most importantly, institutional shareholders), and other stakeholders such as employees and creditors, and what protections they have or should have; the role of gatekeepers; the kind of regulation that is implemented to enhance corporate governance; whether regulation is required; voluntary codes of corporate governance; executive remuneration; board dynamics; the balance between power and authority in boards and their accountability; the position and role of corporate regulators in relation to corporate governance.
Learning Outcomes
By the end of the module students should be able to:
To explain what corporate governance means, what it seeks to do, what are the primary corporate governance issues that exist, and what are the main corporate governance systems in the world.
To understand the primary theories of corporate governance, and to be able to articulate the shareholder primacy and stakeholder theories of corporate governance and to identify their respective strengths and weaknesses.
To understand the importance, and role, of corporate governance in the companies of today.
To distinguish between outsider and insider systems of corporate governance.
To be able to explain the problems caused by the separation of management and control in public companies.
To identify those who have a stake in companies and what protections they have available to them.
To be able to explain the rights and remedies available to shareholders.
To be able to explain the arguments for and against regulation in corporate governance and what forms regulation can take.
To assess critically the role of institutional investors in corporate governance.
To understand and critique the role of the regulatory authorities.
To identify who are gatekeepers and to understand the concept and role of gatekeeper liability, with particular reference to auditors and lawyers, and critically assess the efficacy of imposing gatekeeper liability.
To understand the role of directors and why corporate governance systems are so concerned about them.
To understand the constitution and role of boards in one-tier and two-tier systems of management..
Assessment
25053-01 : Take Home Exam : Exam (School Arranged) - Open Book (100%)
Assessment Methods & Exceptions
Assessments: Take home exam (open-book) - 3hrs (100%)
