78126 Corporate Governance
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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; |
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| 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. |
Course intended learning outcomes (CILOs)
This subject also contributes specifically to the development of the following graduate attributes which reflect the course intended learning outcomes:
- Critical Analysis and Evaluation
a. A capacity to think critically, strategically and creatively, including an ability to identify and articulate complex legal issues, apply reasoning and research to generate appropriate theoretical and practical responses, and demonstrate sophisticated cognitive and creative skills in approaching complex legal issues and generating appropriate responses.
b. Identify, synthesise and articulate complex legal and technical issues and apply advanced analytical skills to identify and generate clear, succinct and novel responses in professional practice or research. (3.1) - Research Skills
a. Well-developed cognitive and practical skills necessary to identify, research, evaluate and synthesise relevant factual, legal and policy issues and demonstrate advanced intellectual and practical skills necessary to justify and interpret theoretical propositions, legal methodologies, conclusions and professional decisions.
b. Research, identify and evaluate technical information, legal judgments and issues to interpret, justify, or critique propositions, conclusions and professional decisions that are underpinned by ethical research practices in professional practice or research. (4.1) - Communication
a. Advanced professional communication skills including highly effective use of the English language, an ability to inform, analyse, report and persuade using an appropriate medium and message and an ability to respond respectfully.
b. Communicate accurately and appropriately with multidisciplinary audiences in a range of specialised formats, including productive collaboration with professional teams and clients. (5.1)
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: a comparative review.
- The evolution of corporate governance, its central concerns and the resulting current mixture of law, quasi-prescriptive practice and social norms.
- Comparative perspectives on corporate governance: global convergence or continuing diversity?
- Corporate purpose and notions of corporate responsibility.
- The human rights responsibilities and accountabilities of business; the role of business ethics in corporate governance. Board role, structure, composition and effectiveness.
- The moderators of director and manager conduct: the roles of social norms and director and officer liability rules; and executive and director remuneration.
- The role of institutional investors in corporate governance.
- Reconfiguring shareholders’ role, function and powers in corporate governance.
- Professional gatekeepers: the function and performance of auditors, securities analysts, ratings agencies and lawyers in corporate governance.
- Corporate information governance and cybersecurity risks
Assessment
Assessment task 1: Subject 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. |
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| 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: 3.1, 4.1 and 5.1 |
| Weight: | 25% |
| Length: | 1000 words equivalent |
| Criteria: |
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Assessment task 2: Seminar 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. |
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| 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: 3.1, 4.1 and 5.1 |
| Weight: | 25% |
| Length: | 1000 words equivalent |
| Criteria: |
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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. |
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| 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: 3.1, 4.1 and 5.1 |
| Weight: | 50% |
| Length: | 3000 words (excluding footnotes) |
| Criteria: |
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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:
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).