LAW 7057 - Corporate Governance (PG)

North Terrace Campus - Trimester 3 - 2021

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 topics taken from: The relationship between corporate governance and corporate performance; The role, structure and composition of the board and other company organs; Independent directors; 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. Moving then to the banking and financial services industry, corporate governance examines the behaviour and failures of governance variables relating to banks and financial firms in the GFC and beyond to the recent Australian Banking Royal Commission Inquiry into banking misconduct. Timewise, this culminates in Australia with the Australian Prudential Regulation Authority?s (APRA?s) Final Report on its Prudential Inquiry into the Commonwealth Bank of Australia and 2019?s Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry Final Report of 4 February 2019. There followed in 2019 a number of APRA Prudential Standards culminating, at the time of writing, with APRA?s Draft Prudential Standard 511 Remuneration for remuneration requirements across all APRA-regulated entities.

  • General Course Information
    Course Details
    Course Code LAW 7057
    Course Corporate Governance (PG)
    Coordinating Unit Adelaide Law School
    Term Trimester 3
    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
    Assessment Class Participation (10%), Summary Paper (1,000 words, 15%), Presentation (on same topic as Summary Paper, 10%) and Research Paper (5,000 words, 65%).
    Course Staff

    Course Coordinator: Dr Francesco de Zwart

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

    t: 08 8313 8304

    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, 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.
    5. 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 for firms generally and the banking industry more particularly.

    6. Communicate factual and legal issues in relation to corporate governance arrangements and problems for firms generally and the banking industry more particularly.
      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)
      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
      3, 4, 5
      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
      5, 6
      Career and leadership readiness
      • technology savvy
      • professional and, where relevant, fully accredited
      • forward thinking and well informed
      • tested and validated by work based experiences
      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
      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
    • Learning Resources
      Required Resources
      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.

      Recommended Resources
      • 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)
      Online Learning
      From time to time material for students will be posted to the course website:

      Students are expected to check their student email and the course website regularly. 
    • Learning & Teaching Activities
      Learning & Teaching Modes
      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 information below is provided as a guide to assist students in engaging appropriately with the course requirements.

      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.
      Learning Activities Summary
      DAY  SESSION                   
      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
      Specific Course Requirements
      There are no additional requirements for completion of this course other than described elsewhere in this document
    • 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 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
      Assessment Detail
      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.


      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.

      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.
      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.

      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).

      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 ( 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 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.
    • 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 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.
    • 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.