21012 Corporate Governance and Business Ethics

Subject level: Postgraduate

Handbook description

Corporate governance and business ethics have become prominent public concerns in recent years. Issues of corporate governance originated in the separation of ownership and control in the modern corporation, and various explanations of the resulting problems of control. The subject examines the different institutional elements of corporate governance and how these impact on economic performance. The internal mechanisms of governance are considered, and the wider influence of investors and stakeholders. The case for corporate social and environmental responsibility is also considered, and the continuing challenges and dilemmas of corporate governance.

Subject objectives/outcomes

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

1. Understand the origins of the separation of ownership and control in the modern corporation and different explanations of the resulting problems of control.
2. Understand the wider institutional elements of corporate governance, and how these impact upon economic performance.
3. Understand insights into the internal political mechanisms of corporate governance including the role of the board, audit and disclosure.
4. Understand different cultural approaches to corporate governance.
5. Identify the significance of business ethics, and understand the ethical and moral dilemmas of business.
6. Identify the impact of the international effort to reform corporate governance.
7. Understand the pressures for corporate social and environmental responsibility.
8. Recognise the continuing dilemmas of corporate governance.

Contribution to graduate profile

This subject provides a foundation to understanding the ownership and control problems of the business enterprise, and the different systems that attempt to resolve these issues. It focuses on the original and contemporary problems of how to establish effective ownership and control of businesses; the different corporate governance systems and processes by which ownership and control is assured; an understanding of the different institutional, cultural and political environments in which businesses must operate; and a recognition of the eternal ethical dilemmas of enterprise.

Teaching and learning strategies

Lectures and group discussions; case analysis and presentation; and workshops and directed study using reading and library search; Internet search and analysis of material; corporate governance evaluation software products.

Content

• Foundations of Corporate Governance
• The Institutional Elements of Corporate Governance
• The Political Mechanisms of Corporate Governance
• Market Based Systems of Corporate Governance
• Relationship Based Systems of Corporate Governance
• The Significance of Business Ethics
• Developing Practices and Emerging Standards of Governance
• Corporate Social and Environmental Responsibility.

Assessment

Recommended text(s)

O'Sullivan, M., (2000) Contests for Corporate Control: Corporate Governance in the United States and Germany, Oxford University Press.

Indicative references

Blair, M., (1995) Ownership and Control, Brookings Institute

Cadbury, A., (2002) Corporate Governance and Chairmanship, Oxford University Press

Charkham, J., (1994) Keeping Good Company: A Study of Corporate Governance in Five Countries, Oxford University Press

Chryssides, G. and Kaler, J., (1995) An Introduction to Business Ethics, Chapman and Hall

Dore, R. (2000) Stock Market Capitalism: Japan and Germany versus the Anglo-Saxons, Oxford University Press

Haley, U. and Richter, F., (2000) Asian Post-Crisis Management, Palgrave

Harvard Business Review (2000), On Corporate Governance, Harvard Business School Press

Hilmer, F. (1998) Strictly Boardroom: Improving Governance to Enhance Performance, BRW Business Library

Learmont, S. (2002) Corporate Governance: What Can Be Learned From Japan? Oxford University Press

Monks, R and Minnow, N., (1995) Corporate Governance Blackwell

Monks, R., (1998) The Emperor's Nightingale: Restoring the Integrity of the Corporation, Capstone

Roe, M., (1994) Strong Managers Weak Owners, Princeton University Press

Tricker, R. (1994) International Corporate Governance: Text, Readings and Cases, Prentice Hall.