LAW 7057 - Corporate Governance (PG)

North Terrace Campus - Semester 2 - 2015

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 2
    Level Postgraduate Coursework
    Location/s North Terrace Campus
    Units 3
    Contact Up to 2 hours per week
    Available for Study Abroad and Exchange Y
    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

    Course Timetable

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

    This course will be taught intensively.  Classes in this course will be held on Friday 21st and Saturday 22nd August, and Friday 18th and Saturday 19th September, 2015.

    Each day of classes will commence at 9 am and end at 4 pm. Class time will incorporate lectures as well as interactive tasks.
    Students are expected to attend all classes.





  • 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)
    Knowledge and understanding of the content and techniques of a chosen discipline at advanced levels that are internationally recognised. 1, 2, 3
    The ability to locate, analyse, evaluate and synthesise information from a wide variety of sources in a planned and timely manner. 2, 3
    An ability to apply effective, creative and innovative solutions, both independently and cooperatively, to current and future problems. 3
    Skills of a high order in interpersonal understanding, teamwork and communication. 3
    A proficiency in the appropriate use of contemporary technologies. 1,2, 3
    A commitment to the highest standards of professional endeavour and the ability to take a leadership role in the community. 2, 3
    An awareness of ethical, social and cultural issues within a global context and their importance in the exercise of professional skills and responsibilities. 2, 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 (2nd ed, Cambridge University Press, Melbourne, 2014)
    Any further information and materials for students will be posted on MyUni.
    Recommended Resources
    • Micklethwait and Wooldridge, The Company: A Short History of a Revolutionary Idea (Modern Library, New York, 2003)
    • Gideon Haigh, Asbestos House (Scribe, Melbourne, 2006)
    • John Farrar, Corporate Governance in Australia and New Zealand, (2nd ed, OUP, Melbourne, 2001)
    • Elizabeth Boros and John Duns, Corporate Law (2nd ed, OUP, Melbourne, 2010)
    • RP Austin and IM Ramsay, Ford’s principles of corporations Law (14th ed, LexisNexis, Chatswood NSW, 2010)
    • Paul Redmond, Companies and Securities Law: Commentary and Materials(4th ed, Lawbook Co, Sydney, 2005)
    • 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
    Time/date Topic
    Friday 21st August
    Morning Corporate Governance: Scope and objectives
    Afternoon Regulation of Corporate Governance
    Saturday 22 August
    Morning The Corporate Board
    Afternoon Control of the Board and Executives: Part 1
    Friday 18th September
    Morning Control of the Board and Executives: Part 2
    Afternoon Class presentations


    Saturday 19 September
    Morning Professional gatekeepers including auditors, lawyers
    Afternoon Class presentations: Q and A






    Workload

    No information currently available.

    Learning Activities Summary
    Class Topics Reading
    Class 1 Corporate Governance: scope and objectives Text, Ch 1
    Class 2 The regulation of corporate governance Ch 5
    Class 3 The role of corporate directors and officers, role differentiation between executive and non-executive directors Board structures: Chair, board committees Text, Ch 3, 4
    Class 4 Control of the board and executive officers Part 1: Legal liability Ch 9, 10
    Class 5 Control of the board and executive officers Part 2: Markets, role of shareholders and stakeholders, remuneration Text, Ch 2
    Class 6 Class presentations
    Class 7 Professional gatekeepers including auditors and lawyers Social and ethical norms Ch 8, 14
    Class 8 International models and the future of corporate governance Review/Q&A Ch 11
  • 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
    Assessment item % of final mark Due date Group or individual Redeemable Learning Objectives
    Class Participation 10 N/A Individual No 1-3
    Presentation 10 TBA Indvidual No 1-3
    Summary Paper 15 Thursday 17 September at 2 pm Individual No 1-3
    Research essay 65 Wednesday 14 October at 2 pm Individual No 1-3
    T
    Assessment Related Requirements


    Notes on Assessment

    1.     The quality of English expression is considered to be an integral part of the assessment
    process. 

    2.     Students must retain a copy of all assignments submitted.

    3.     Extensions are only available in accordance with the Law School policy. The policy is available at http://www.law.adelaide.edu.au/students/assessment/#submission

    4.     Assessment marks prior to the final assessment will be displayed on the course website.  Students are encouraged to check their marks and notify the lecturer-in-charge of any discrepancies.

    5.     Style Guide The University of Adelaide Law School has adopted the Australian Guide to Legal Citation, published by Melbourne University Law Review Association as the standard for all written submissions at the Law School. The Guide aims to provide a uniform standard oflegal citation. The Guide is available online at http://mulr.law.unimelb.edu.au/aglcdl.asp or via the law library website at http://www.law.adelaide.edu.au/library/research/. Hard copies are also available at the Law Library and for purchase at Unibooks.



    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. 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 10 minutes, be based on thorough research and be accompanied by a brief paper (of no more than 1000 words) which must be submitted electronically, and will be distributed to the class. 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 overheads, 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 o level of insight and innovative thought
    • depth of analysis and level of critical examination of the issues raised
    • clarity of expression o logical planning and sequence
    • evidence of comprehensive research and consideration of the relevant literature
    • demonstrated understanding of relevant legal materials o demonstrated ability to critically evaluate and synthesize information and existing knowledge from a number of sources and experiences
    • correct application of relevant material o overall presentation, including use of correct grammar, spelling and punctuation o 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, on one side only of A4 paper. Each paper must be clearly marked with the student’s University of Adelaide student number. A word count should be included on the cover sheet. The cover sheet should be signed with each student certifying that the paper is his or her own original work. Word Length: the word limit of 5000 words will be strictly enforced.

    Notes on Assessment 1. The quality of English expression is considered to be an integral part of the assessment process. 2. Students must retain a copy of all assignments submitted. 3. Extensions are only available in accordance with the Law School policy. The policy is available at http://www.law.adelaide.edu.au/students/assessment/#submission 4. Assessment marks prior to the final assessment will be displayed on the course website. Students are encouraged to check their marks and notify the lecturer-in-charge of any discrepancies. 5. Style Guide The University of Adelaide Law School has adopted the Australian Guide to Legal Citation, published by Melbourne University Law Review Association as the standard for all written submissions at the Law School. The Guide aims to provide a uniform standard of legal citation. The Guide is available online at http://mulr.law.unimelb.edu.au/aglcdl.asp or via the law library website at http://www.law.adelaide.edu.au/library/research/. Hard copies are also available at the Law Library and for purchase at Unibooks.
    Submission
    Submission Assignments must be handed in electronically by Turnitin. Students must ensure their student number appears on all
    written work submitted for assessment.Electronic copies of the assignment as handed in must be retained by students.Assignments will be
    returned electronically. It is also advisable to keep written work after it has been assessed and returned.ExtensionsExtensions are
    granted at the discretion of Course Coordinator.

    Extensions beyond the due date are usually only granted in the case of significant unforeseen
    incapacity.Students who wish to apply, should apply for an extension by completing the online Application for Extension form (found at http://www.law.adelaide.edu.au/student/forms/). The application must give details of the extent and length of the student’s
    incapacity, and the length of extension that is requested. The Course Coordinator will email students with the outcome of their request as
    soon as possible after it is received. If an extension is granted, it is only provisional until formal evidence of the incapacity is
    received. Students must attach this evidence as well as the email granting the extension to the assignment when it is submitted. The evidence submitted must be consistent with details provided in the email requesting the extension. If the details of the request for an extension, and the medical or other evidence verifying the reason for the extension are not consistent in all respects, the extension may be nullified, and the Course Coordinator may in their discretion decide not to accept
    the assignment, or impose a penalty for late submission.You can apply for an extension at any time before the due date for an assignment.
    However, you are strongly advised to make your application  as soon as the need becomes apparent. Delay in making an application  obviously involves the risk that there will be insufficient time to complete the
    assignment (with consequential loss of marks) if the application for extension is refused. If an application is made within two days of the
    due date, or after the due date has expired, it will not be granted unless the Course Co-ordinator is satisfied: that the circumstances
    warrant an extension; and there was no unreasonable delay in making the application. If your request for an extension is rejected, you can appeal in writing to the Student Appeals Committee, via the Secretary to
    the  Student Appeals Committee, within seven days of notification of rejection by the Course Co-ordinator.Penalties for Late Submission Wherean assignment is submitted after the due date, and 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. Forexample, 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%. This penalty may be increased where the assignment is to be completed in a period of less
    than a week.

    Penalties for Exceeding Stipulated Word Length 5% of the total mark possible (for example, an essay graded 63% would be reduced
    to 58% if it was 10% over the word limit) for a written assignment will be deducted for every 10% (or part thereof) by which it exceeds a
    stipulated word limit. Word limits include all words in the text, in headings, and in footnotes, though not in any separate bibliography or list of sources. If the word limit is seriously misstated, this may be regarded as academic dishonesty.
    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.

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

  • 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.

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  • Policies & Guidelines
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