LAW 7057 - Corporate Governance (PG)

North Terrace Campus - Semester 1 - 2018

The collapse of Enron and WorldCom in the United States and the collapse of HIH in Australia were seen as failures of corporate governance, and these led to substantial and onerous new corporate governance requirements. This course will examine the principles and practices that shape the current corporate governance debate. Students will examine: The relationship between corporate governance and corporate performance; The role, structure and composition of the board and other company organs; 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.

  • General Course Information
    Course Details
    Course Code LAW 7057
    Course Corporate Governance (PG)
    Coordinating Unit Adelaide Law School
    Term Semester 1
    Level Postgraduate Coursework
    Location/s North Terrace Campus
    Units 3
    Contact Intensive
    Available for Study Abroad and Exchange Y
    Prerequisites Students without a Bachelor of Laws must have completed LAW 7177
    Course Description The collapse of Enron and WorldCom in the United States and the collapse of HIH in Australia were seen as failures of corporate governance, and these led to substantial and onerous new corporate governance requirements. This course will examine the principles and practices that shape the current corporate governance debate. Students will examine: The relationship between corporate governance and corporate performance; The role, structure and composition of the board and other company organs; 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 Staff

    Course Coordinator: Professor Suzanne Le Mire

    Associate Professor Suzanne Le Mire
    Adelaide Law School
    Ligertwood Building
    North Terrace, Room 328
    t: 08 83130102
    e: suzanne.lemire@adelaide.edu.au

    Course Timetable

    The full timetable of all activities for this course can be accessed from Course Planner.

  • Learning Outcomes
    Course Learning Outcomes

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

    1. Identify and be able to critically analyse the regulation of corporate governance including that in national and international codes of practice, legislation, common law, norms of practice and ethics;
    2. 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;
    3. Communicate factual and legal issues in relation to corporate governance arrangements and problems
    University Graduate Attributes

    This course will provide students with an opportunity to develop the Graduate Attribute(s) specified below:

    University Graduate Attribute Course Learning Outcome(s)
    Deep discipline knowledge
    • informed and infused by cutting edge research, scaffolded throughout their program of studies
    • acquired from personal interaction with research active educators, from year 1
    • accredited or validated against national or international standards (for relevant programs)
    1-3
    Critical thinking and problem solving
    • steeped in research methods and rigor
    • based on empirical evidence and the scientific approach to knowledge development
    • demonstrated through appropriate and relevant assessment
    1-3
    Teamwork and communication skills
    • developed from, with, and via the SGDE
    • honed through assessment and practice throughout the program of studies
    • encouraged and valued in all aspects of learning
    3
    Career and leadership readiness
    • technology savvy
    • professional and, where relevant, fully accredited
    • forward thinking and well informed
    • tested and validated by work based experiences
    1-3
    Intercultural and ethical competency
    • adept at operating in other cultures
    • comfortable with different nationalities and social contexts
    • Able to determine and contribute to desirable social outcomes
    • demonstrated by study abroad or with an understanding of indigenous knowledges
    1-3
    Self-awareness and emotional intelligence
    • a capacity for self-reflection and a willingness to engage in self-appraisal
    • open to objective and constructive feedback from supervisors and peers
    • able to negotiate difficult social situations, defuse conflict and engage positively in purposeful debate
    1-3
  • Learning Resources
    Required Resources
    The following book is the prescribed text for this topic:
    • Jean Jacques du Plessis, Anil Hargovan, Mirko Bagaric and Jason Harris, Principles of Contemporary Corporate Governance (4th ed, Cambridge University Press, Melbourne, 2018) (available from March 2018)
    Any further information and materials for students will be posted on MyUni.
    Recommended Resources
    • Francesco de Zwart, Enhancing Firm Sustainability Through Governance, The Relational Corporate Governance Approach, (Edward Elgar Publishing, Cheltenham, UK and Northampton, MA, USA, 2015)
    • Christopher Symes & John Duns, Australian Insolvency Law, (3rd ed, LexisNexis, 2015)
    • 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)
    • John Farrar, Corporate Governance in Australia and New Zealand, (2nd ed, OUP, Melbourne, 2001)
    • Elizabeth Boros and John Duns, Corporate Law (3rd ed, OUP, Melbourne, 2013)
    • RP Austin and IM Ramsay, Ford’s Principles of Corporations Law (16th ed, LexisNexis, Chatswood, NSW, 2014)
    • Paul Redmond, Companies and Securities Law: Commentary and Materials (6th ed, Lawbook Co, Sydney, 2013)
    • Joan Loughrey, Corporate Lawyers and Corporate Governance (Cambridge University Press, Cambridge, 2011)
    Online Learning
    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. 
  • Learning & Teaching Activities
    Learning & Teaching Modes
    The face-to-face teaching for this course is intensive, across four days within Semester 1. Teaching runs from 10 am to 5 pm on Thursday and Friday, with a break from 1-2pm for lunch.  The dates are Thursday 15th March-Friday 16th March and Thursday 5th April -Friday 6th April).

    The first of the intensive sessions (15th and 16th March) 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 textbook and other materials and questions set prior to the session. The second of the two intensive sessions (5th and 6th April) will be a mix of specific topics and student presentations on topics selected from the material discussed in the first intensive session, and preparation for the research paper.

    Attendance at all four days is compulsory, due to the reliance on the first session for content for the student presentations which occur during the second 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.
    Workload

    The information below is provided as a guide to assist students in engaging appropriately with the course requirements.

    The University expects full-time students (ie those taking 12 units per semester) to devote a total of 48 hours per week.

    To successfully pass your courses, you will need to allocate an appropriate time commitment to your study. In addition to the formal contact time required for each of your course you will need to allocate non-contact time. This includes taking time for activities including assessment tasks, reading, researching, note-taking, revision, writing and informal discussions with other students
    Learning Activities Summary
    Day  Session Topic
    DAY 1 Session 1 Corporate Governance: Scope and Objectives
    Session 2 Regulation of Corporate Governance
    DAY 2 Session 3 The Board
    Session 4 Types of Directors and Officers
    DAY 3 Session 5 Board committees
    Session 6 Ethics of Corporate Governance
    DAY 4 Session 7 Student Presentations
    Session 8 Review: Q and A
  • Assessment

    The University's policy on Assessment for Coursework Programs is based on the following four principles:

    1. Assessment must encourage and reinforce learning.
    2. Assessment must enable robust and fair judgements about student performance.
    3. Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
    4. Assessment must maintain academic standards.

    Assessment Summary

    The assessment in Corporate Governance will consist of three elements:

    Assessment Task Task Type Due Weighting Redeemable Learning Outcome
    Class Participation Individual

    N/A

    10% No 1-3
    Class Presentation Individual Day 4 10% No 1-3
    Presentation paper (1000 words) Individual 3rd April 2018 at 2 pm. 15% No 1-3
    Research Paper (5000 words) Individual 1st May 2018 at 2 pm 65% No 1-3
    Assessment Related Requirements
    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.
    Assessment Detail
    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. Page 6 of 10

    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%) AND SUMMARY PAPER (15%)

    Students will be asked to make a short presentation 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 5 minutes, be based on thorough research and be accompanied by a brief paper (of no more than 1000 words) which must be submitted electronically by 3 April 2018 at 2 pm. These papers will be made available to all students via MyUni.

    Presentations are worth 25% of the total mark for Corporate Governance. Assessment of presentations will consist of 2 components; a presentation mark awarded by the lecturer (10%), and a mark awarded for the summary paper on the topic (or equivalent) distributed to the class (15%).

    Presentation - 10%

    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 me 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 
     
    Summary Paper - 15%

    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

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


    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.

    Each paper will have a strict word limit of 5000 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 5000 words will be strictly enforced.
    Due Date: 1st May 2018 at 2 pm


    -------------------------------------------



    Submission
    Students must retain a copy of all assignments submitted.

    All assignments must be submitted online via MyUni.

    Markers can refuse to accept assignments which do not have a signed acknowledgement of the University’s policy on plagiarism (refer to policy on plagiarism).

    A 5% penalty will be deducted for every day, or part thereof, an assignment is late.

    A 5% penalty will also be deducted for assignments over the specified word limits. This penalty will be applied for every 100 words that the assignment is over the word limit. This means that the penalty will be imposed as soon as the assignment is one word over the limit, and then cumulatively at 100-word increments. Incorrectly declaring the word count of your assignment may result in a breach of the Academic Honesty and Assessment Obligations for Coursework Students policy. For more information see http://www.adelaide.edu.au/policies/230/
    Course Grading

    Grades for your performance in this course will be awarded in accordance with the following scheme:

    M10 (Coursework Mark Scheme)
    Grade Mark Description
    FNS   Fail No Submission
    F 1-49 Fail
    P 50-64 Pass
    C 65-74 Credit
    D 75-84 Distinction
    HD 85-100 High Distinction
    CN   Continuing
    NFE   No Formal Examination
    RP   Result Pending

    Further details of the grades/results can be obtained from Examinations.

    Grade Descriptors are available which provide a general guide to the standard of work that is expected at each grade level. More information at Assessment for Coursework Programs.

    Courses for which a result of conceded pass has been obtained may not be presented towards the degree requirements for the Bachelor of Laws or the Honours Degree of Bachelor of Laws programs, or any postgraduate law program, nor to satisfy prerequisite requirements within any law course.

    Final results for this course will be made available through Access Adelaide.

    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 University places a high priority on approaches to learning and teaching that enhance the student experience. Feedback is sought from students in a variety of ways including on-going engagement with staff, the use of online discussion boards and the use of Student Experience of Learning and Teaching (SELT) surveys as well as GOS surveys and Program reviews.

    SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the University to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy (http://www.adelaide.edu.au/policies/101/) course SELTs are mandated and must be conducted at the conclusion of each term/semester/trimester for every course offering. Feedback on issues raised through course SELT surveys is made available to enrolled students through various resources (e.g. MyUni). In addition aggregated course SELT data is available.

  • Student Support
    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.
  • Policies & Guidelines

    This section contains links to relevant assessment-related policies and guidelines - all university policies.

    Academic Honesty
    Academic dishonesty is a serious act of academic misconduct. All students must be familiar with the University’s Academic Honesty Policy.

    Academic dishonesty is a serious matter and is treated as such by the Law School and the University. Academic dishonesty (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 honesty 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.
  • Fraud Awareness

    Students are reminded that in order to maintain the academic integrity of all programs and courses, the university has a zero-tolerance approach to students offering money or significant value goods or services to any staff member who is involved in their teaching or assessment. Students offering lecturers or tutors or professional staff anything more than a small token of appreciation is totally unacceptable, in any circumstances. Staff members are obliged to report all such incidents to their supervisor/manager, who will refer them for action under the university's student’s disciplinary procedures.

The University of Adelaide is committed to regular reviews of the courses and programs it offers to students. The University of Adelaide therefore reserves the right to discontinue or vary programs and courses without notice. Please read the important information contained in the disclaimer.