The Principles and Practice of Corporate Governance

LAWS70361 The Principles and Practice of Corporate Governance 30 Semester 1 Postgraduate Taught Level 7 Aristea Koukiadaki Unit coordinator 1 FHEQ level (Framework for Higher Education Qualifications) ' Masters/Integrated Masters P4 ' European Credit Transfer & Accumulation System Rating : 15.0 Corporate governance is rarely out of the headlines. The question of how much remuneration directors should receive has been a recent issue, while the link between corporate governance and corporate performance has long been probed. There have also been high profile instances of incompetence and illegal behaviour. Also, who should the directors of the company be working for? Should it be for shareholders, employees, or the company itself? All told, corporate governance suggests an interesting and important area of study. The way that we regulate corporate governance is also intriguing, and for a number of reasons. If we over-regulate there is a fear that we will damage the ability of corporations to be competitive, and this will damage national competitiveness and the living standards of citizens. Alternatively, if we fail to regulate effectively we may be facilitating undesirable behaviour, such as the taking of unnecessary risks, with the potential to repeat the financial meltdown of 2007. The issue of who is best placed to regulate corporate governance is similarly an interesting one, and can we say that there is a convergence of practice across jurisdictions? The purpose of this course unit is to explore these types of issues and to develop a more informed and critical understanding of corporate governance. It will provide you with an appreciation of policy and the governance framework more generally. As you might also now realise, it will draw upon different bodies of knowledge, although the main focus will be regulatory. Introduction to corporate governance, defining corporate governance, does good corporate governance matter? Main theoretical perspectives to the firm and corporate governance (agency theory and stakeholder theory) The UK regulatory framework (statutory framework, Listing Rules, UK Corporate Governance Code etc.)The market for corporate control: asserting shareholder primacy?Boards of directors: board and structure, duties and liabilities, Non-Executive Directors (NED), evaluations, chairperson, meetingsExecutive remuneration: background, share incentive schemes, say on pay etc.Role of shareholders: shareholder activism, institutional investors, Stewardship Code, shareholder meetings and voting, exit or voice, etc.Internal and external control: mechanisms, actors, reporting requirements, auditors, risk management, threats, safeguards etc.Comparative corporate governance: different types of corporate governance regulation, are corporate governance regimes converging?Corporate social responsibility: social and ethical dimensions of management, multinationals, codes of conduct, due diligence legislation. •        To explore corporate governance from different perspectives•        To examine the major theories concerning corporate governance•        To consider the purpose of corporate governance•        To look at the interplay of the institutions supporting the practice of corporate governance•        To examine the internal and external mechanisms of corporate governance practice•        To consider how corporate governance has evolved across different legal and economic systems On completion of this unit, successful students will be able to: - understand the theoretical basis of the principles and development of corporate governance; - identify how legal and financial approaches are jointly relevant to the theoretical and practical aspects of corporate governance; - recognise the key legal issues affecting the governance of companies (especially UK companies); - have an awareness and understanding of the current academic and policy issues around the themes of corporate governance and, in particular, the shareholder-stakeholder debates; - understand the relevance of the governance of corporations within the wider social, political and economic context; - use appropriate sources and literatures to research and analyse an issue in corporate governance and write a critical piece of work. Lectures (26 hours) and seminars (4 hours) 1 Written exam 100% Formative essay, questions, seminars, classroom discussion. N Moore, M. and Petrin, M. (2017) Corporate Governance: Law, Regulation and Theory, London: Palgrave Corporate and Financial Law.  A full reading list will be provided on a topic by topic basis. Assessment written exam 3 0 0 Information Formative feedback is provided within the unit through oral feedback in the seminars.  A revision lecture is provided prior to the final assessment, and an outline of issues is published after the final assessment on Blackboard.