78035 Corporate Governance

As a field of study, corporate governance deals with the rules, relationships, systems and processes within a corporation by which authority is allocated and its exercise reviewed and controlled. Corporate governance provides a framework which shapes the dealings and relationships between directors, managers, shareholders and others with a stake in the corporation's success.

This subject deals with topics of central importance to the governance of the publicly-held corporation. The topic areas covered in the subject include the following.

• The evolution of corporate governance, its central concerns and the resulting current mixture of law, quasi-prescriptive practice and social norm.
• Theories underlying competing approaches to corporate governance.
• Comparative perspectives on corporate governance.
• In whose interest? The corporate objective and corporate responsibility.
• Business and human rights.
• The role of business ethics in corporate governance.
• Board role, structure, composition and effectiveness.
• The function of director and officer liability rules in moderating conduct.
• Executive and director remuneration.
• The role of institutional investors in corporate governance.
• Reconfiguring shareholders' role, function and powers.
• Professional gatekeepers: the function and performance of auditors, securities analysts and lawyers in corporate governance.

This subject assumes students have undertaken foundational study in corporate law. This allows the subject to explore in greater depth, and from a comparative perspective, the legal principles, policies and practices shaping sound corporate governance.

The subject is taught in intensive mode. As their primary assessment, students complete a research paper on a topic of their choice. In addition, they complete other smaller written exercises such as reflective notes drawing upon current business developments, their own experience or original reflection.