78126 Corporate Governance

Warning: The information on this page is indicative. The subject outline for a particular session, location and mode of offering is the authoritative source of all information about the subject for that offering. Required texts, recommended texts and references in particular are likely to change. Students will be provided with a subject outline once they enrol in the subject.

Subject handbook information prior to 2025 is available in the Archives.

UTS: Law
Credit points: 6 cp
Result type: Grade and marks

Requisite(s): (70106c Principles of Public International Law AND (94 credit points of completed study in spk(s): C04236 Juris Doctor OR 142 credit points of completed study in spk(s): C04250 Juris Doctor Master of Business Administration OR 94 credit points of completed study in spk(s): C04363 Juris Doctor Master of Intellectual Property OR 94 credit points of completed study in spk(s): C04364 Juris Doctor Graduate Certificate Trade Mark Law and Practice) AND 70107c Principles of Company Law) OR 70211 Contracts OR (94 credit points of completed study in spk(s): C04320 Juris Doctor Graduate Certificate Professional Legal Practice AND 70106 Principles of Public International Law) OR (70108c Public International Law AND 70417c Corporate Law)
The lower case 'c' after the subject code indicates that the subject is a corequisite. See definitions for details.
These requisites may not apply to students in certain courses.
There are course requisites for this subject. See access conditions.
Anti-requisite(s): 78125 Corporate Governance

Description

Corporate governance is the framework of rules, relationships, systems and processes by which authority is exercised and controlled in corporations. Corporate governance provides a framework that shapes the dealings and relationships between directors, managers, shareholders and other parties with a stake in the corporation's success.

The subject deals with topics of central importance to the governance of large business corporations, especially those that are publicly held. This subject also explores in detail the various theoretical perspectives on corporate governance, such as director primacy theory, enlightened shareholder value theory and stakeholder theory. These theoretical constructs are examined with reference to the various models of corporate governance that exist around the world. This involves an investigation as to how authority within business corporations is allocated, exercised, reviewed and controlled. The examination of corporate powers and responsibilities involves a close study of the evolution of corporate governance, its central concerns and the resulting mix of law, quasi-prescriptive practice and social norms that simultaneously function to govern corporations. Students are introduced to a comparative perspective, which takes account of key developments in the principal markets and legal systems in Australia and other relevant jurisdictions. Students learn though seminar presentations with emphasis on application of principles of corporate governance via case study presentations (real-world application). Students also learn through participation in forum discussions and by undertaking critical research on selected governance topics.

Subject learning objectives (SLOs)

Upon successful completion of this subject students should be able to:

1.	Apply their advanced understanding of the policy, practices, theory and doctrines that govern business corporations, especially in large publicly-held companies;
2.	Evaluate and compare approaches to corporate governance and ‘best practice’ in the design and application of policies of corporate governance;
3.	Actively apply the theories and doctrines of corporate governance to the resolution of everyday legal problems and issues that arise in the management of business corporations;
4.	Generate persuasive, coherent and logical legal analysis and arguments on corporate governance issues, both in writing and orally; and
5.	Conduct effective legal research by identifying and synthesising primary and secondary legal and interdisciplinary texts in order to investigate selected aspects of corporate governance.

Teaching and learning strategies

Strategy 1: Preparation for Seminar Activity

Students’ preparation and reflection outside the classroom is central to the learning in this subject, which relies on students familiarising themselves with the substantive law before each class. Preparation activities include: prescribed readings, watching short videos and preparing answers to online weekly forum questions. Some of the readings are available on CANVAS; in other cases students are required to use research skills to obtain copies of selected readings. Students must complete all preparation activities beforehand and come to seminars ready to engage in discussion and other activities. The seminars involve collaborative discussion and evaluation of the preparatory materials in order to develop new perspectives and to share ideas, thoughts and concerns. There are opportunities during seminars for students to ask questions to test their understanding of the self-learning materials.

Strategy 2: Collaborative Discussion, Problem-solving and Presentation of Arguments

The ability to solve problems, and to do so collaboratively, is an essential skill in lawyering. Problem-solving involves interpreting and analysing legislation and cases, and identifying and applying the relevant rules in problem-based scenarios. All students take part in problem-solving exercises during seminars, both individually and in groups. Through this process students practise and develop their capacity to identify and articulate legal issues and to think critically, strategically and creatively to provide opinions and insights into various aspects of corporate governance. Throughout this process of applying doctrine and theory to real-world problems, students consider the ethical and social implications of the corporate law and regulation practices. By the end of this course students are able to analyse complex questions of corporate governance and justify and defend their own views about best practice in this field. Students also engage in class and group discussion and, in the final three seminars, give oral presentations on various issues and problems raised in the subject resources and readings. Students can use these opportunities to improve their communication skills and abilities to construct legal arguments, in a setting where both teamwork and individual communication skills are essential. During the oral presentations in the final three seminars, students gain feedback on their communication skills and provide each other with feedback during Q&A sessions at the end of the presentations.

Strategy 3: Developing and Applying Research Skills

Being able to use the library and legal databases to find relevant material is a key skill for a lawyer. Critical reading and analysis of judicial and scholarly material discovered in the research process are also crucial skills in law. Students undertake independent research relevant to class discussion and assessment tasks. Class discussion incorporates reference to a list of readings, some of which students are required to locate using the UTS Library and databases. The Research Essay (Assessment task 3) requires students to identify and research a relevant legal issue, appropriate theory and secondary material. Through class work and research assessment tasks, students develop and refine skills in identifying and synthesising relevant material and deploy it to make reasoned, logical, justifiable and persuasive written and oral arguments. These skills are practised, applied and built upon throughout the seminar discussion and in an oral presentation, in order to prepare students to research and complete their final essay (Assessment task 3).

Strategy 4: Feedback

Detailed discussion of the assessment criteria and the provision of timely feedback form an important part of the learning process. Ongoing formative feedback on students’ understanding of the content and communication skills is provided in each seminar from the first seminar. Feedback on students’ oral presentations (Assessment task 2) takes the form of feedback from the seminar leader. Feedback on research skills is provided by formative in-class feedback during discussions and by formal written feedback on the Research Essay (Assessment task 3).

Subject Delivery:

The subject will be taught as six intensive online seminars that build on students’ preparation for each seminar and their online weekly discussion forum contributions.

Content (topics)

The legal structure of Corporate Governance and the concept of Corporate Governance
Stakeholders & Corporate Social Responsibility
Board Functions & Structures
Regulating Corporate Governance in Australia
Accounting Governance: Auditors & Audits
Director's Duties & Liabilities
Enforcement of Director's Duties
The Global Context: Part One
The Global Context: Part Two
Corporate Governance & Crises
Shareholder Activism
Ethics & the Future of the Corporation

Assessment

Assessment task 1: Seminar Participation

Intent:	Students collaborate with peers in vigorous class discussion and small-group work to practise and develop their critical analysis and oral communication skills, and gain feedback regarding their developing understanding of core materials and themes.
Objective(s):	This task addresses the following subject learning objectives: 1, 2, 3, 4 and 5 This task contributes specifically to the development of the following graduate attributes: .1, .1 and .1
Weight:	20%
Length:	1000 words equivalent
Criteria:	Preparedness for seminars Participation in online weekly discussion forums prior to each seminar Consistency of engagement with seminar discussion Quality of contributions and clarity of expression during seminars and in online weekly discussion forums Capacity to engage with and respond to peers and counter-arguments Ability to seek and apply feedback Ability to express, debate and explain issues raised by the regulation and governance of corporate entities Capacity to interpret and evaluate subject themes and doctrines of corporate governance addressed in each seminar and in the readings.

Assessment task 2: In-Class Presentation and Q&A

Intent:	This task aims to engage students with contemporary issues in corporate governance in the context of real-world cases from a global perspective.
Objective(s):	This task addresses the following subject learning objectives: 1, 2, 4 and 5 This task contributes specifically to the development of the following graduate attributes: .1, .1 and .1
Weight:	20%
Length:	1000 words equivalent
Criteria:	Fluent, coherent and well-structured presentation style Clear and persuasive analysis of the topic and material under consideration Clarity of purpose: topic question is effectively exhibited throughout the presentation Arguments are relevant, appropriate and supported by relevant evidence from authoritative primary and secondary sources Peer and seminar leader questions are built upon to highlight key points, major concepts and theories and/or important case studies.

Assessment task 3: Research Essay

Intent:	The task tests students’ ability to produce a clearly written, well-researched and persuasively argued essay. This assessment task allows students to develop effective writing skills and independent legal research skills.
Objective(s):	This task addresses the following subject learning objectives: 1, 2, 3, 4 and 5 This task contributes specifically to the development of the following graduate attributes: .1, .1 and .1
Weight:	60%
Length:	3000 words (including footnotes)
Criteria:	Capacity to critically assess and evaluate core subject themes, and to express, explain and justify the central concerns and debates regarding the governance of corporations Critically evaluate, identify and apply literature relevant to the laws, policies and approaches to corporate governance Advanced critical thinking and analysis skills demonstrated through the crafting of a viable research question, development of a clear and cogent argument, and the ability to sustain and conclude an argument Conduct effective legal research, and to identify and use appropriate primary and secondary legal sources as well as interdisciplinary sources Write clearly and persuasively, and effectively structure a research essay Accurately and consistently use AGLC referencing to provide evidence for arguments

Minimum requirements

The minimum requirement is to achieve 50% overall, in order to pass the subject.

Required texts

Jean Jacques Du Plessis et al, Principles of Contemporary Corporate Governance, latest edition 4th ed (Cambridge University Press, 2018) - Please contact the UTS Library or the subject coordinator if you are experiencing difficulties obtaining a copy of this text.
Students will need access to the latest version of the Corporations Act 2001 (Cth). There are annotated versions published by ThomsonReuters and by LexisNexis.

Recommended texts

Robert P Austin et al, Company Directors: Principles of Law and Corporate Governance (LexisNexis Butterworths, 2005).
Robert P Austin and Ian Ramsay, Ford's Principles of Corporations Law, 17th ed (LexisNexis Butterworths, 2018).
Bob Tricker, Corporate Governance Principles, Policies and Practices (4th ed, OUP Oxford, 2019).
John Farrar and Pamela Hanrahan, Corporate Governance (LexisNexis, 2016).
Christine Mallin, Corporate Governance (OUP Oxford, 2019).
Robert AG Monks and Nell Minow, Corporate Governance (John Wiley & Sons, 2011).

Other resources

United Kingdom

Financial Reporting Council, UK Stewardship Code 2020
Financial Reporting Council, Annual Enforcement Review Report 2019
Financial Reporting Council, UK Corporate Governance Code (July 2018) https://www.frc.org.uk/corporate/ukcgcode
Financial Reporting Council, Guidance on Board Effectiveness (2018)
Audit Committees, Combined Code Guidance (Smith Report, 2003) www.frc.org.uk/publications (updated in 2010)
Derek Higgs, Review of the Role and Effectiveness of Non-Executive Directors (2003) http://www.ecgi.org/codes/documents/higgsreport.pdf
Hampel Report (Final) (1998) http://www.ecgi.org/codes/documents/hampel_index.htm Directors’ Remuneration (Greenbury Report, 1995) – available on http://www.icaew.com/en/library/subject-gateways/corporate-governance/codes-and-reports/greenbury-report
The Financial Aspects of Corporate Governance (Cadbury Report, 1992) – available on http://www.icaew.com/en/library/subject-gateways/corporate-governance/codes-and-reports/cadbury-report

Australia

Banking Royal Commission into Misconduct (Final Report, 1 Feb 2019)
Prudential Inquiry into the Commonwealth Bank of Australia (APRA Report) April 2018
The HIH Royal Commission, The Failure of HIH Insurance (3 vols; 2003)
ASX Corporate Governance Council, Corporate Governance Principles and Recommendations (4th ed 2019; effective 2020) (see also ASX Listing Rule 4.10.3) <http://www.asx.com.au/regulation/corporate-governance-council.htm>.
Hidden in Plain Sight - An Inquiry into Establishing a Modern Slavery Act in Australia (Parliamentary Report) Dec 2017
Modern Slavery Act 2018 (Commonwealth)
Modern Slavery Act 2018 (NSW)
ASIC Annual Report (2018-2019)
Australia - OECD Anti-Bribery Convention Report (2019)

Other

International G20, OECD, Principles of Corporate Governance https://www.oecd.org/corporate/principles-corporate-governance.htm
OECD Corporate Governance Factbook (2019)

Websites

General resources

The Centre for Corporate Law and Securities Regulation at the University of Melbourne has constructed an excellent set of web links to sites of interest dealing with corporate law.

For sites dealing specifically with corporate governance, see: http://law.unimelb.edu.au/centres/cclsr/resources/useful-links

There are other web based resources dealing with particular topics of relevance to corporate governance such as:

Business and human rights

Business and Human Rights Resource Centre https://business-humanrights.org/en (a website of high quality and particular value for research in this area).

Corporate Social Responsibility

European Commission: http://ec.europa.eu/index_en.htm
CSR Europe http://www.csreurope.org/
International Business Leaders Forum: http://www.iblfglobal.org/
Business for Social Responsibility: https://www.bsr.org/en/

Academic writing resource:

UTS Faculty of Law Guide to Written Communication:

http://www.uts.edu.au/current-students/current-students-information-faculty-law/overview#uts-law-guide-to-written-communication

Terri Morley-Warner, Academic Writing is ... a guide to writing in a university context (Association for Academic Language & Learning, 2009) (available through the Co-op Bookshop).