Dr Franc de Zwart
Adelaide Law School
Ligertwood Building
North Terrace, Room 218

t: 08 8313 8304
e: francesco.dezwart@adelaide.edu.au

On successful completion of this course, students will be able to:

1. 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.

2. Identify, critically analyse and apply how these theories and models were undermined in the case of corporate collapses like Enron and Hastie.

3. 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. 

4. 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.

The following books are the prescribed text for this subject:

• Francesco de Zwart The Key Code and Advanced Handbook for the Governance and Supervision of Banks in Australia, (Springer Publishing, forthcoming 2021)
• Francesco de Zwart, Enhancing Firm Sustainability Through Governance, The Relational Corporate Governance Approach, (Edward Elgar Publishing, Cheltenham, UK and Northampton, MA, USA, 2015)

Any further information and materials for students will be posted on MyUni.

• Jean Jacques du Plessis, Anil Hargovan, Mirko Bagaric and Jason Harris, Principles of Contemporary Corporate Governance (4th ed, Cambridge University Press, Melbourne, 2018)
• Micklethwait and Wooldridge, The Company: A Short History of a Revolutionary Idea (Modern Library, New York, 2003)
• Matt Peacock, Killer Company: James Hardie Exposed (ABC Books, Sydney, 2009)
• Gideon Haigh, Asbestos House (Scribe, Melbourne, 2006)
• Andrew Main, Other People's Money: The Complete Story of the Extraordinary Collapse of HIH, (rev ed, Harper Collins, Sydney, 2005)
• Caroline Overington, Kickback: Inside the Australian Wheat Board Scandal (Allen and Unwin, Crows Nest, NSW, 2007)

From time to time material for students will be posted to the course website:
www.myuni.adelaide.edu.au

Students are expected to check their student email and the course website regularly. 

The teaching for this course is intensive, across four Fridays within Trimester 3. Teaching runs from 10.00 am to 5.00 pm on the relevant Fridays, with a break from 1-2pm for lunch. The dates are Friday 10 September, Friday 17 September, Friday 24 September and Friday 15 October 2021.

The first of the intensive sessions (Friday 10 September 2021) will start with a lecture introducing the relevant topic, and then students will move to concentrate on in-depth consideration of questions, including problem-solving, provided in advance. Students are expected to read the textbooks and other materials and questions set prior to the session. The remaining three intensive sessions (Friday 17 September, Friday 24 September and Friday 15 October 2021) will be a mix of specific topics and student presentations on topics selected from the material discussed in the four intensive sessions, and preparation for the research paper.

Attendance at all four days is compulsory, due to the reliance on the four intensive sessions for content for the student presentations which occur during the fourth intensive session, and access to staff for assistance with the research paper.

Students are encouraged to contribute and ask questions during the teaching sessions as marks are awarded for participation.

The teaching for this course is intensive, across four Fridays within Trimester 3. Teaching runs from 10.00 am to 5.00 pm on the relevant Fridays, with a break from 1-2pm for lunch. The dates are Friday 10 September, Friday 17 September, Friday 24 September and Friday 15 October 2021.

The information below is provided as a guide to assist students in engaging appropriately with the course requirements. In addition to attending formal classes it is anticipated that students will do substantial independent work to prepare for classes and to complete the course assignments. The University expects full time students (those undertaking 12 units per semester) to devote a total of 48 hours per week to their studies.

DAY	SESSION	TOPIC
Day 1	Session 1	Corporate Governance: Scope and Objectives Regulation of Corporate Governance Separation of Ownership from Management and the Principal Theories of the Firm
	Session 2	Case Studies of the Enron and Hastie Corporate Collapses The Board Types of Directors and Officers Board Committees
	Session 3	International/Cross-Border and National Comparative Corporate Governance Codes Introduction to the Corporate Governance of Banks Key Questions in Bank Governance Distinguishing Features of Banks
Day 2	Session 1	'Core' Areas of Corporate Governance Failures from Banks in the Global Financial Crisis (GFC) Failures Identified in Commentator Studies and Government and Market Participant Reports in the GFC
	Session 2	Issues in Executive Compensation and Accountability - Incentives, Bonuses, and Equity and Option Compensation
	Session 3	Government and Market Reform Report Recommendations for Compensation or Remuneration Financial Stability Board Compensation Practices, Implementation Standards and Use of Compensation Tools to Address Misconduct Risk The BEAR and the FAR
Day 3	Session 1	Boards and Committees, Independence, Diversity and Expertise and Bank and Risk Culture - An Introduction Skills, Independence, Competence and 'Fit and Proper' Person Tests
	Session 2	Failures in Risk Modelling and Rating Securitised Products Ownership, Governance Structure and Government Bailout Composition, Independence, Representatiuon, Codes of Conduct and Culture
	Session 3	The Governance and Management of Bank Risk, Risk Appetite and Risk Culture Introduction to Failings of Risk Management in the GFC and Beyond to the Australian Banking Royal Commission Inquiry into Banking Misconduct
Day 4	Session 1	Failures in Issue Identification, Escalation and Resolution Risk Culture, Risk Appetite and Risk Appetite Statements The Three Lines of Defence Board Risk Committee
	Session 2	Student Presentations
	Session 3	Skills Session for the Steps of Legal Researching Review: Q and A

There are no additional requirements for completion of this course other than described elsewhere in this document

Assessment item	% of final mark	Date Due	Individual or Group Activity?	Redeemable in exam?	Length	Learning Outcomes
Class Participation	10%	Days 1-4	Individual	No	N/A	1 - 6
Class Presentation	10%	Day 4 10.00am - 5.00pm Friday 15 October 2021	Individual	No	10 minutes	1 - 6
Summary Paper (on same topic as Class Presentation)	15%	Thursday 14 October 2021 at 2.00pm	Individual	No	1,000 words	1 - 6
Research Paper	65%	Friday 26 November 2021 at 2.00pm	Individual	No	5,000 words	1 - 6

You are expected to attend all classes. A failure to do so will adversely affect your participation mark. You are strongly encouraged to speak with your lecturer if you have any particular difficulties with regularly attending. Marks are awarded for class participation which includes attendance.

All items of assessment must be submitted. To pass this course students must receive an overall result of 50% or more.


1. CLASS PARTICIPATION (10%)

We have allocated 10% of the total marks for this topic for class contribution. This is to reflect its importance in the teaching programme. The criteria by which participation will be judged are attendance (see 5.2 above), preparation, quality of contribution, and contribution to group process.

Preparation — involves planning and managing your time to read the assigned material for each class and making an effort to understand those materials and to respond to the questions raised.

Quality of contribution — means your ability to ask or answer questions in an informed way, to apply knowledge gained from your preparation to the issues raised in the classes, and to offer ideas or opinions which have been informed by your reading and participation.

Contribution to group process — refers to your interaction with others in the lectures, both students and teachers. It involves listening to others, responding appropriately, being constructive in your dealings with them, and assisting in their learning. It also reflects your willingness to participate to the best of your ability, and your level of interest and engagement in the class and the material.


2. CLASS PRESENTATION (10%) 

Students will be asked to make a short presentation on Day 4, Friday 15 October 2021, on a topic to be agreed with the course coordinator. A non-exhaustive list of possible topics will be included in the course materials.

Each presentation should take 10 minutes and be based on thorough research.

Presentations are worth 10% of the total mark for Corporate Governance. 

The presentation will be marked in accordance with the grade descriptors which are set out in this course profile. Legal and/or theoretical content, depth of analysis, quality of research and presentation skills will all be relevant to the assessment. Students are encouraged to discuss their presentation format with the course coordinator in advance, and facilities can be made available for PowerPoint slides etc.

Assessment criteria for presentation

development of logically compelling thesis
level of insight and innovative thought
depth of analysis and level of critical examination of the issues raised
clarity of expression
logical planning and sequence
evidence of comprehensive research and consideration of the relevant literature
demonstrated understanding of relevant legal materials
demonstrated ability to critically evaluate and synthesize information and existing knowledge from a number of sources and experiences.
correct application of relevant material
overall presentation, including speed of delivery, clarity and any visual aids

Oral feedback on your Presentation will be given on the day of your Presentation. You will also receive written feedback within two weeks of the date of the Presentation.


3. SUMMARY PAPER (15%) 

Students must submit a brief paper (of no more than 1,000 words) which must be submitted electronically by Thursday 14 October 2021 at 2.00pm. The topic of the Summary Paper must be the same as the Presentation above.  These papers will be made available to all students via MyUni.

The mark awarded for the Summary Paper on the topic (or equivalent) is 15% of the total mark for Corporate Governance.  

The summary paper accompanying your presentation will also be marked in accordance with the grade descriptors below. Legal and/or theoretical content, depth of analysis, quality of research and quality of written communication will all be relevant to the assessment. The paper may be in essay form or, if you wish, you can negotiate that the paper presented to the class be in a format other than essay form, for instance you may wish to create a pamphlet etc. The paper must be properly referenced (see below).

Assessment criteria for Summary Paper

development of logically compelling thesis
level of insight and innovative thought
depth of analysis and level of critical examination of the issues raised
clarity of expression
logical planning and sequence
evidence of comprehensive research and consideration of the relevant literature
demonstrated understanding of relevant legal materials
demonstrated ability to critically evaluate and synthesize information and existing knowledge from a number of sources and experiences.
correct application of relevant material
overall presentation, including use of correct grammar, spelling and punctuation
use of resources in formulating the paper including proper acknowledgment and correct referencing.
Feedback

You will receive written feedback on your Summary Paper within two weeks of the date of the Presentation above.


3. RESEARCH PAPER (65%)

The final assessment element will be a research paper on a topic to be negotiated with the lecturer. A non-exhaustive list of possible topics will be included in the course materials. The topic of the Research Paper cannot be the same as the Presentation. Students will have an opportunity to discuss their topic with the lecturer.

The Research Paper is worth 65% of the total mark for Corporate Governance.

Each paper will have a strict word limit of 5,000 words. The paper must be written in prose style, adhere to grammatical rules, and use correct spelling. The paper should be typed, using double-spacing. Each paper must submitted via Turnitin.

Word Length: the word limit of 5,000 words will be strictly enforced.

Due Date: Friday 26 November 2021 at 2.00 pm

Students must retain a copy of all assignments submitted.

All assignments in this course are to be submitted electronically through Turnitin. Details for electronic submission through Turnitin will be provided with the assignment instructions.

All written work in the Law school is required to comply with the approved Law School style guide, The Australian Guide to Legal Citation.

Extensions: Requests for extensions must be made electronically according to law school policy. Extensions will be granted only for unexpected illness, hardship or on compassionate grounds in accordance with University Policy. Work commitments, travel, holidays or sporting engagements are not unexpected circumstances.

Turnaround time: The Research Paper (65%) for this course will be returned to students within 2 – 4 weeks of the submission date.  Written, individual feedback will be provided.

Late Submission Penalties
When an assessment is submitted after the due date, without an extension, 5% of the total mark possible will be deducted for every 24 hours or part thereof that it is late, including each day on a weekend and public holidays. For example, an essay that is submitted after the due date and time but within the first 24 hour period, and that has been graded at 63%, will have 5% deducted, for a final grade of 58%. An essay that is more than 24 hours late will lose 10%, etc.

Word Length Penalties
5% of the total mark possible for a written assessment will be deducted for every 100 words (or part thereof) by which it exceeds a stipulated word limit. For example, a 5,000 word essay graded at 63% will have 5% deducted if it is between 5,001 and 5,100 words long for a final mark of 58%. If the essay is between 5,101 and 5,200 words long, 10% will be deducted for a final mark of 53%, etc.

Word limits: Word limits include all words in the text, in headings, in quotations, but exclude citations in footnotes. Any separate cover page, table of contents, bibliography or list of sources is excluded from the word limit. If the word limit is misstated, this may be regarded as academic dishonesty.

Finality of Assessment Grades

Students are advised that Course Coordinators will not enter into negotiations of any kind with any student regarding changes to their grades. It is irrelevant, in any given circumstance, that only a minimal number of additional marks are required to inflate a student’s grade for any individual assessment item or course as a whole. Pursuant to the University’s Assessment for Coursework Programs Policyand the Adelaide Law School Assessment Policies and Procedures, grades may only be varied through the appropriate channels for academic review (such as an official re-mark).

Moderation

In accordance with the University’s Assessment for Coursework Programs Policy, course coordinators ‘ensure that appropriate marking guidelines and cross-marking moderation processes across markers are in place’ in each course. Procedures adopted by Adelaide Law School to ensure consistency of marking in courses with multiple markers include:

• assurance of the qualifications of markers, and their knowledge of the content covered in each course;
• detailed marking guidelines and assessment rubrics to assist in the marking of items of assessment;
• sharing of example marked assessments at various grade bands across markers;
• reviewing of selected marked assessments from each marker by the course coordinator;
• comparison of the marks and their distribution across markers;
• automatic double-marking of all interim assessment receiving a fail grade, and of final assessments where a student’s overall result is a fail grade;
• the availability of re-marking of assessments in accordance with Adelaide Law School’s Assessment Policies and Procedures.

Approval of Results by Board of Examiners

Students are reminded that all assessment results are subject to approval (and possible moderation/change) by the Law School’s Board of Examiners. Assessment results at the University are not scaled. Under the Assessment for Coursework Programs Policy, students are assessed ‘by reference to their performance against pre-determined criteria and standards … and not by ranking against the performance of the student cohort in the course’. However, under that same policy, the Board of Examiners (as the relevant Assessment Review Committee for courses at Adelaide Law School) is required to ‘ensure comparability of standards and consistency’ in assessment. On occasions, the Board of Examiners will form the view that some moderation is required to ensure the comparability of standards and consistency across courses and years, and accordingly provide fairness to all law students. All assessment results are therefore subject to approval (and possible change) until confirmed by the Board of Examiners and posted on Access Adelaide at the end of each semester.

Student feedback

The course is constantly being updated and revised to reflect the evolution of the law, to respond to student feedback, and to engage with the latest teaching practices. Student feedback is collected each time the course is run, including through SELT reports. Previous SELT reports, and staff feedback on them, are posted on the course MyUni site for students to view and consider.

The University Writing Centre provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the University of Adelaide.

The centre offers practical advice and strategies for students to master reading, writing, note-taking, time management, oral presentation skills, referencing techniques and exam preparation for success at university through seminars, workshops and individual consultations.

Lex Salus Program

Lex Salus (law and wellbeing) is an initiative of the Adelaide Law School aimed at destigmatising mental health issues; promoting physical, mental and emotional wellness; building a strong community of staff and students; and celebrating diversity within the school. It also seeks to promote wellness within the legal profession, through the involvement of the Chief Justice of the Supreme Court of South Australia, the Honourable Chris Kourakis, as the official Patron of the program.

Students can participate in the Lex Salus program by attending barbecue lunches, pancake breakfasts, knitting and crochet circles, seminars, guest speakers, conferences and other activities. Our Facebook page, website and regular all-student emails promote upcoming events, and have tips and information on wellness.

Our Lex Salus YouTube channel also includes videos on topics like managing stress, and interviews with LGBTQ lawyers and their supporters which celebrate diversity and individuality. Students who commit to 10 hours of volunteering with Lex Salus in one year can have their service recognised on their academic transcript and through a thank you morning tea with the Chief Justice and law school staff.

Student Life Counselling Support

The University’s Student Life Counselling Support service provides free and confidential service to all enrolled students. We encourage you to contact the Student Life Counselling Support service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life.

Academic Integrity

All students must be familiar with the University’s Academic Integrity Policy. Academic Misconduct is a serious matter and is treated as such by the Law School and the University. Academic Misconduct (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia to admit a person to practice as a legal practitioner in South Australia. Academic Integrity is an essential aspect of ethical and honest behaviour, which is central to the practice of the law and an understanding of what it is to be a lawyer.