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78125 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 2017 is available in the Archives.

UTS: Law
Credit points: 8 cp
Result type: Grade and marks

Requisite(s): ( 78100c Postgraduate Legal Research OR ((102 credit points of completed study in spk(s): C04236 Juris Doctor OR 102 credit points of completed study in spk(s): C04250 Juris Doctor Master of Business Administration)))
The lower case 'c' after the subject code indicates that the subject is a corequisite. See definitions for details.
There are course requisites for this subject. See access conditions.
Anti-requisite(s): 78126 Corporate Governance

Description

This subject deals with topics of central importance to the governance of the large, especially the publicly-held, business corporation. 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. In this subject, topics are studied from a comparative perspective that takes account of developments in the principal markets and legal systems.

Subject learning objectives (SLOs)

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

1. understand the policy, practices, theory and doctrines underlying and shaping the governance of business corporations, especially the large publicly held company;
2. know, understand and appraise the ideas and policies behind corporate governance and the best practices and policies in its application;
3. demonstrate critical and analytical legal skills;
4. demonstrate a capacity for insightful reflection upon subjects topics and their relevance for students??? professional roles, current or prospective;
5. demonstrate legal writing and research skills, including the capacity to identify and use electronic and paper-based information resources to locate relevant legal materials to resolve practical governance issues.

Course intended learning outcomes (CILOs)

This subject also contributes specifically to the development of the following graduate attributes:

  • Legal Knowledge
    An advanced and integrated understanding of a complex body of legal knowledge including the Australian legal system, social justice, cultural and international contexts, the principles and values of ethical practice, and contemporary developments in law and its professional practice (1.0)
  • Critical Analysis and Evaluation
    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 (3.0)
  • Research Skills
    Well-developed cognitive and practical skills necessary to identify, research, evaluate and synthesise relevant factual, legal and policy issues and demonstrate intellectual and practical skills necessary to justify and interpret theoretical propositions, legal methodologies, conclusions and professional decisions (4.0)
  • Communication and Collaboration
    Effective and appropriate 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 appropriately (5.0)
  • Self Management
    A high level of autonomy, accountability and professionalism, the ability to implement appropriate self-management and lifelong learning strategies including initiating self-directed work and learning, judgment and responsibility, self assessment of skills, personal wellbeing and appropriate use of feedback and, a capacity to adapt to and embrace change (6.0)

Teaching and learning strategies

Strategy 1 Learning through study of and reflection upon assigned readings before seminars. Student reflection outside seminars, in preparation for them and for assessment, is the principal learning strategy for the subject.
Strategy 2 Interactive seminar discussion of assigned reading developing analytic, synthetic and evaluative skills.
Strategy 3 Research essay enabling students to pursue in depth an aspect of the subject through sustained research, reflection and writing.


Subject Delivery
The subject will be taught through a mix of lecturing and seminar-style discussion. Students will be provided with assigned readings which they should prepare for the relevant seminar. It might be helpful to set out the principles that I think are important in learning and teaching and that will inform and hopefully shape teaching and learning in this subject. In view of the personal nature of this section of the Subject Outline, it is written in the first person voice.

  • Learning will be more effective when it is active, when you are actively engaged in the learning process. That requires prior preparation on your part and regular participation in seminars. It requires me to make space for you to do so and to create the climate in which you will be encouraged and supported in contributing. I‘ll need your help here.
  • The value of interactive learning and teaching lies in its encouragement of higher order thinking skills such as analysis, synthesis and critical evaluation. These are part of the learning objectives identified above.
  • This means that you will do most of your learning in individual preparation and in discussion with other students as much as possible out of seminars (as well as in it). Cooperative learning with peers out of seminars is strongly encouraged, to develop interpersonal, professional and cognitive skills as well as friendships and enduring connections. Extend friendship to your fellow students as I do to each of you. Learning and teaching is at its core a humanistic enterprise.
  • You will learn most effectively when you are stretched and challenged, in seminars and through assessment exercises that are not make work, but are valuable and pleasurable learning exercises. You will be most challenged in this subject, I believe, when your learning has a high reality quotient, that is, is informed by the detail of what is being done and thought, and not at some remove from it.
  • Your learning will be most effective and your personal goals, as I anticipate them, will be best served, when the learning and teaching process is shaped by the past experience each of you brings to the subject and by the future ambitions and goals that each individual has. Link what you do by way of your assessment choice to your past and your projected future

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 norm
  • 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
  • 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

Assessment

Assessment task 1: Participation in seminars and online group discussion

Objective(s):

This task addresses the following subject learning objectives:

3 and 4

This task contributes specifically to the development of the following graduate attributes:

1.0, 3.0 and 5.0

Weight: 25%

Assessment task 2: Class presentation

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:

3.0, 4.0 and 5.0

Weight: 15%

Assessment task 3: Research essay

Objective(s):

This task addresses the following subject learning objectives:

1, 2, 3 and 5

This task contributes specifically to the development of the following graduate attributes:

1.0, 3.0, 5.0 and 6.0

Weight: 60%

Required texts

du Plessis, Hargovan, Bagaric, Harris, Principles of Contemporary Corporate Governance (2014) 3rd ed, Cambridge University Press

Students will need access to a 2016 copy of the Corporations Act 2001 (Cth). There are annotated versions published by Thomsonreuters (Baxt and Finnane) and by LexisNexis (Austin and Black).

Recommended texts

Austin, Ford and Ramsay, Company Directors: Principles of Law and Corporate Governance, LexisNexis Butterworths (available online through LexisNexis AU database from the UTS Library)

Austin and Ramsay, Ford's Principles of Corporations Law, (available online through LexisNexis AU database from the UTS Library)

Farrar, Corporate Governance: Theories, Principles and Practice (2008) OUP

Mallin, Corporate Governance (2013) OUP

Monks and Minow, Corporate Governance (2011) John Wiley and Sons

Solomon, Corporate Governance and Accountability (2013) John Wiley and Sons

Other resources

Official and industry reports and codes of conduct

Australia

  • The HIH Royal Commission, The Failure of HIH Insurance (3 vols; 2003)
  • ASX Corporate Governance Council, Corporate Governance Principles and Recommendations (2nd ed, 2007 with 2010 amendments) (see also ASX Listing Rule 4.10.3) available from http://www.asx.com.au/regulation/corporate-governance-council.htm

United Kingdom

Other

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 its Website at: http://cclsr.law.unimelb.edu.au and look under 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 http://www.business-humanrights.org/ (a website of high quality and particular value for research in this area)

Corporate social responsibility

A useful resource on academic writing

Terri Morley-Warner, Academic Writing is ... a guide to writing in a university context (Association for Academic Language & Learning, Sydney: 2009) (available through the Co-op bookstore, RRP $34.95)