Corporate Governance

Course Code: FIN 424

Credit Hour: 3

Course Group: Specialization Course: Finance

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The Definitions and objectives of Corporate Governance: The concepts of Ownership and accountability, ethics and performance; The enlightened shareholder and stakeholder’ concepts; The state as shareholder, Models of hierarchic and functional relationship in sound governance, The reports: Cadbury and King Onwards; CG guidelines in Bangladesh.

Corporate Responsibility and Stakeholders: Internal and External Stakeholders, Responsibility to various stakeholder groups; Interest and influence of various stakeholder groups; Elements of corporate social responsibility: employees, the environment, human rights, social welfare, social investment, ethical conduct.

The Regulatory and Ethical Framework: The role of legislation and regulation in corporate governance; The nature and importance of compliance and non-compliance; The ethical dimension: codes and practices; The assessment of corporate performance: yardsticks and measurement.

The Basis of Sound Governance: The concept of best practice in governance: in companies, Understanding the distinct and separate roles, duties and responsibilities of corporate officers and stakeholders, chairman, CEO, directors, secretary, and shareholders/members; Shareholders: majority control, minority rights.

Models of Corporate Governance: How context and culture affect CG; the US rules-based model; the UK/Commonwealth principles-based model; the continental European two-tier model; the Japanese business network model; the Asian family-based model; Institutions necessary for successful CG.

The Board of Directors: What the board does; Different types of directors; Balancing the board’s performance and conformance roles, Board committees: functions and authority; Delegating board functions to management; Directors’ appointment, Directors’ roles, and Directors’ remuneration; Games that directors play; Source of governance power; Business ethics begin in the boardroom; Committees of the board; Board Effectiveness; Directors’ development, training, and updating; Directors’ liabilities and indemnity; Corporate governance rating systems for companies.

Risk Management and Internal Control: Risk management committees in companies; Risk management policies, systems and procedures; Risks in business environment; Internal control risk: financial, operational and compliance risks.

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Book Recommended:

Corporate Governance Principles, Policies and Practices, A C Fernando, Pearson, 2nd edition.

Reference Book:

Corporate Governance Principles, Policies and Practices, Bob Tricker, Oxford University Press, 3rd edition.

Boards, Governance and Value Creation, Morten House, Cambridge University Press.