Course overview
This course will examine the principles and practices that shape the current corporate governance debate. Students will examine topics taken from: The relationship between corporate governance and corporate performance; The role, structure and composition of the board and other company organs; Independent directors; The relationship between the board and management; The rights and responsibilities of shareholders including institutional shareholders; Risk management practices; Audit requirements; Executive remuneration; Corporate social responsibility.
Course learning outcomes
- Identify, critically analyse and apply the principal ‘law and economics’ theories and models of the firm relating to the separation of ownership from management and the role of corporate governance.
- Identify, critically analyse and apply how these theories and models were undermined in the case of corporate collapses like Enron and Hastie.
- Identify and be able to critically analyse the regulation of corporate governance including that in legislation, common law and equity for firms generally and the banking industry more particularly.
- Identify and be able to critically analyse the regulation of corporate governance through the ‘soft’ law mechanism of international/cross-border and national governance codes such as corporate governance codes, schemes of practice and norms and, for banks, prudential standards.
- Apply knowledge of corporate governance theories, regulation and the policy imperatives that underlie corporate governance regulation to assess and propose solutions for corporate governance problems for firms generally and the banking industry more particularly.
- Communicate factual and legal issues in relation to corporate governance arrangements and problems for firms generally and the banking industry more particularly.