Corporate Governance

Description

The purpose of the subject is to introduce students to the theoretical foundations of corporate governance and to develop an awareness of the practical problems associated with the interaction of the board, CEO and management, shareholders, auditors and other stakeholders of a corporation. Through the course, students will develop the technical skills necessary to evaluate the governance of a company from the perspective of an investor or potential investor in the company. The subject will also explore the link between shareholder value and corporate governance practices. We discuss how firm value depends on corporate governance practices and investor protection around the world. Greater investor protection lowers the cost of capital and results in greater financial development and economic growth. Thus, countries are searching for a set of governance practices, rules and regulations that will promote private sector development.

  • Academic unit: Bond Business School
    Subject code: EXEC70-040
    Subject title: EXEC70-040: Corporate Governance
    Subject level: Postgraduate
    Semester/Year: January 2018
    Credit points: 5.000
  • Timetable: https://bond.edu.au/timetable
    Delivery mode: Intensive
    Workload items:
    • Personal Study Hours: x7 () - Recommended study time & reviewing materials
    • Seminar: x4 () - Seminars 1 to 4 (4hr per session Intensive Mode)
    Attendance and learning activities:
  • Prescribed resources:

    Journals

    • D.C. JONES, P. KALMI, and M. MÄKINEN (2006). The Determinants of Stock Option Compensation: Evidence from Finland. Industrial Relations 437-468
    • ASX Corporate Governance Council (2014). Corporate Governance Principles and Recommendations.
    • ORGANISATION FOR ECONOMIC CO-OPERATION AND DEVELOPMENT (2004). OECD Principles of Corporate Governance.
    • Company Directors' Listed Company Research Database (2012). ASX 200 Snapshot Report.
    • HLS Forum on Corporate Governance and Financial Regulation (2013). Governance Buffett Style.
    • The New York Times (2014). After Buffett, Should Berkshire Hathaway Be Broken Up?.
    • The Economist (2013). Shareholders at the gates.
    • M. C. Jensen and W. H. Meckling (1976). Theory of the firm: Managerial behaviour, agency costs and ownership structure. Journal of Financial Economics 305-360
    • Eugene F. Fama (1980). Agency Problems and the Theory of the Firm. The Journal of Political Economy 288-307
    • J.H. Davis, F.D. Schoorman, L. Donaldson (1997). Toward a Stewardship Theory of Management. The Academy of Management Review 20-47
    • Diane K. Denis and John J. McConnell (2003). International Corporate Governance. The Journal of Financial and Quantitative Analysis 1-36
    • By David f. Larcker and Brian Tayan (2011). Seven Myths of Corporate Governance. STANFORD CLOSER LOOK SERIES: Topics, Issues, and Controversies in Corporate Governance and Leadership
    • Dibbs Barker (2014). Corporate Governance and Directors' Duties in Australia.
    • Jerilyn W. Coles, Victoria B. McWilliams, Nilanjan Sen (1999). An examination of the relationship of governance mechanisms to performance. Journal of Management 23-50
    • B. Ram Baliga, R. Charles Moyer, Ramesh S. Rao (1996). CEO Duality and Firm Performance: What's the Fuss?. Strategic Management Journal 41-53
    • S Gatti (2007). Corporate Governance and Independent Directors: Much Ado About Nothing? The Evidence Behind Private Equity Investment Performance. Available at: http://ssrn.com/abstract=968465
    • Dan R. Dalton, Catherine M. Daily, Alan E. Ellstrand, Jonathan L. Johnson (1998). Meta-Analytic Reviews of Board Composition, Leadership Structure, and Financial Performance. Strategic Management Journal 269-290
    • Geoffrey C. Kiel and Gavin J. Nicholson (2003). Board Composition and Corporate Performance: how the Australian experience informs contrasting theories of corporate governance. Corporate Governance 189-205
    • Lawrence D. Brown, Marcus L. Caylor (2009). Corporate governance and firm operating performance. Review of Quantitative Finance and Accounting 129-144
    • Ronald C. Anderson and David M. Reeb (2004). Board Composition: Balancing Family Influence in S&P 500 Firms. Administrative Science Quarterly 209-237
    • Steven Bowman (2014). Why every entrepreneur needs an advisory board. BRW Available at: http://www.brw.com.au/p/leadership/why_every_entrepreneur_needs_bowman_Z95AP3Lxps20aF4nF5b6GO
    • Kath Walters (2012). Bank of Qld: Wiping the slate clean with a new CEO.
    • Ian Verrender - ABC (2014). Is Qantas too big to fail?.
    • Jim Corkery (2013). Executive remuneration under scrutiny: e cu ing edge of the 'shareholder spring'. Corporate Governance eJournal 1-16 Available at: http://epublications.bond.edu.au/cgej/28
    • Allan Fels (2010). Executive Remuneration in Australia. Australian Accounting Review 76-82
    • Ingolf Dittmanny & Ko-Chia Yuz (2008). Providing E§ort and Risk-Taking Incentives: The Optimal Compensation Structure for CEOs. Available at: http://ssrn.com/abstract=1176192
    • David Peetz (2015). An institutional analysis of the growth of executive remuneration. Journal of Industrial Relations 707-725
    • Alessandro Zattoni (2007). Stock Incentive Plans In Europe: Empirical Evidence and Design Implications. Corporate Ownership and Control 56-64
    • Ming-Cheng Wu (2007). Selecting suitable compensation plans of executive stock options. Applied Economics 1185-1193
    • Raffi J. Indjejikian and Dhananjay(DJ) Nanda (2002). Executive Target Bonuses and What They Imply about Performance Standards. The Accounting Review 793-819
    • Larelle Chapple and Jacquelyn E. Humphrey (2014). Does Board Gender Diversity Have a Financial Impact? Evidence Using Stock Portfolio Performance. Journal of Business Ethics 709-723
    • Chelliah, Boersma & Klettner (2015). Governance Challenges for Not-For-Profit Organisations: Empirical Evidence in Support of a Contingency Approach. Australasian Conference on Business and Social Sciences
    • Ioanna Boulouta (2013). Hidden Connections: The Link Between Board Gender Diversity and Corporate Social Performance. Journal of Business Ethics 185-197
    • Lessing, Morrison & Nicolae (2012). Educational institutions, corporate governance and not-for-profits. Corporate Governance eJournal
    • Rene ´ B. Adams & Daniel Ferreira (2009). Women in the boardroom and their impact on governance and performance. Journal of Financial Economics 291-309
    • Ioannis Ioannou & George Serafeim (2011). The Consequences of Mandatory Corporate Sustainability Reporting. Harvard Business School

    Others

    • (2005). Enron - The Smartest Guys in the Room.
    • Eli Greenblat (2016). Troubles cost top bosses a $10m cut. The Australian
    • Mitchell Bingemann (2017). Stokes stands by his man at Seven. The Australian
    • Dean Lewins (2017). Ex-Seven exec in $8m fraud claim. The Australian
    • Tim Gordon (2017). Boards should heed investors’ call to rein in exec remuneration. The Australian
    • The Australian Institute of Company Directors (2016). Board Committees - Role of the Board.
    • The Australian Institute of Company Directors (2016). Role of the company secretary.
    • Governance Institute of Australia (2017). Good Governance Guide - Appointment of a director.
    • Governance Institute of Australia (2014). Good Governance Guide - Director remuneration — non-executive director share ownership.
    • Governance Institute of Australia (2015). Good Governance Guide - Creating and disclosing a board skills matrix.
    • Governance Institute of Australia (2014). Good Governance Guide - The role of the remuneration committee.
    • Governance Institute of Australia (2017). Good Governance Guide - Developing a risk register.
    • Governance Institute of Australia (2016). Good Governance Guide - Integrated organisational planning.
    • Governance Institute of Australia (2014). Good Governance Guide - Risk management overview.
    • Governance Institute of Australia (2016). Good Governance Guide - Risk appetite statement.
    • Governance Institute of Australia (2015). Good Governance Guide - Issues to consider in developing or reviewing a policy on diversity.
    • Governance Institute of Australia (2016). Good Governance Guide - Annual reporting on governance in the public sector.
    • Governance Institute of Australia (2015). Good Governance Guide - Ethics in the public sector.
    • Governance Institute of Australia (2016). Good Governance Guide - NFP Board structure.
    • Governance Institute of Australia (2016). Good Governance Guide - NFP Conflicts of interest in not-for-profit organisations.
    • Governance Institute of Australia (2016). Good Governance Guide - NFP Separation of authority between board and management.
    • Governance Institute of Australia (2016). Good Governance Guide - NFP Stewardship.
    • Governance Institute of Australia (2016). Good Governance Guide - NFP Volunteer management.
    • KPMG (2016). ASX Corporate Governance Council Principles and Recommendations on Diversity.
    • Grant Thornton (2017). Diversity of Thought in Family Businesses.
    • The Committee for Economic Development of Australia (2013). Women in Leadership: Understanding the gender gap.
    • Australian Institute of Company Directors (2013). Directors Social Impact Study - Examining governance challenges and opportunities in Australia's not-for-profit sector.
    • Ernst & Young (2010). Women in leadership: Engaging Australian business.
    • Australian Institute of Company Directors (2016). 30% by 2018: Gender diversity progress report.
    • The Financial Services Council (2011). ESG Reporting Guide for Australian Companies.
    • Global Reporting Initiative (2013). G4 Sustainability Reporting Guidelines.
    • (2015). One Sport - The Future Course Independent Review of Athletics in Australia.
    • PWC (2014). Up close and professional: the family factor Global Family Business Survey.
    After enrolment, students can check the Books and Tools area in iLearn for the full Resource List.
    [email protected] & Email: [email protected] is the online learning environment at Bond University and is used to provide access to subject materials, lecture recordings and detailed subject information regarding the subject curriculum, assessment and timing. Both iLearn and the Student Email facility are used to provide important subject notifications. Additionally, official correspondence from the University will be forwarded to students’ Bond email account and must be monitored by the student.

    To access these services, log on to the Student Portal from the Bond University website as www.bond.edu.au
Academic unit: Bond Business School
Subject code: EXEC70-040
Subject title: EXEC70-040: Corporate Governance
Subject level: Postgraduate
Semester/Year: January 2018
Credit points: 5.000

Enrolment requirements

Requisites:

Nil
Assumed knowledge:

Assumed knowledge is the minimum level of knowledge of a subject area that students are assumed to have acquired through previous study. It is the responsibility of students to ensure they meet the assumed knowledge expectations of the subject. Students who do not possess this prior knowledge are strongly recommended against enrolling and do so at their own risk. No concessions will be made for students’ lack of prior knowledge.

Restrictions: This subject is not available to
  • Study Abroad Students

Must be admitted into an EMBA Program

This subject is not available as a general elective. To be eligible for enrolment, the subject must be specified in the students’ program structure.

Assurance of learning

Assurance of Learning means that universities take responsibility for creating, monitoring and updating curriculum, teaching and assessment so that students graduate with the knowledge, skills and attributes they need for employability and/or further study.

At Bond University, we carefully develop subject and program outcomes to ensure that student learning in each subject contributes to the whole student experience. Students are encouraged to carefully read and consider subject and program outcomes as combined elements.

Program Learning Outcomes (PLOs)

Program Learning Outcomes provide a broad and measurable set of standards that incorporate a range of knowledge and skills that will be achieved on completion of the program. If you are undertaking this subject as part of a degree program, you should refer to the relevant degree program outcomes and graduate attributes as they relate to this subject.

Find your program

Subject Learning Outcomes (SLOs)

On successful completion of this subject the learner will be able to:

  1. At the conclusion of this subject, you should be able to evaluate executive and board remuneration structures as they impact on good governance.
  2. At the conclusion of this subject you should be able to interpret recommended practice with respect to external governance structures based on shareholder structure, reporting guidelines and recommendations, and audit quality.
  3. At the conclusion of this subject you should be able to interpret recommended practice with respect to internal governance structures based on Chairman/CEO separation, Board Independence, Board Committees, Executive and Director remuneration.
  4. At the conclusion of this subject you should be able able to identify and critically assess current Governance practices within an organisation.
  5. At the conclusion of this subject, you should be able to demonstrate an understanding of the relationship between corporate governance and firm performance.
  6. At the conclusion of this subject, you should be able to understand and evaluate current recommendations with respect to corporate governance practice and disclosure.
  • Type Task % Timing Outcomes assessed
    *Class Participation Class participation 10.00% Ongoing 1,2,3,4,5,6
    Written Report Corporate Governance Analysis 50.00% In Consultation 1,2,3,4,5,6
    Case Analysis Executive Remuneration Case 30.00% In Consultation 1,3
    Presentation Company Governance Audit Presentation 10.00% To Be Negotiated 1,2,6

  • Assessment criteria

    High Distinction 85-100 Outstanding or exemplary performance in the following areas: interpretative ability; intellectual initiative in response to questions; mastery of the skills required by the subject, general levels of knowledge and analytic ability or clear thinking.
    Distinction 75-84 Usually awarded to students whose performance goes well beyond the minimum requirements set for tasks required in assessment, and who perform well in most of the above areas.
    Credit 65-74 Usually awarded to students whose performance is considered to go beyond the minimum requirements for work set for assessment. Assessable work is typically characterised by a strong performance in some of the capacities listed above.
    Pass 50-64 Usually awarded to students whose performance meets the requirements set for work provided for assessment.
    Fail 0-49 Usually awarded to students whose performance is not considered to meet the minimum requirements set for particular tasks. The fail grade may be a result of insufficient preparation, of inattention to assignment guidelines or lack of academic ability. A frequent cause of failure is lack of attention to subject or assignment guidelines.

    Quality assurance

    For the purposes of quality assurance, Bond University conducts an evaluation process to measure and document student assessment as evidence of the extent to which program and subject learning outcomes are achieved. Some examples of student work will be retained for potential research and quality auditing purposes only. Any student work used will be treated confidentially and no student grades will be affected.

Type Task % Timing Outcomes assessed
*Class Participation Class participation 10.00% Ongoing 1,2,3,4,5,6
Written Report Corporate Governance Analysis 50.00% In Consultation 1,2,3,4,5,6
Case Analysis Executive Remuneration Case 30.00% In Consultation 1,3
Presentation Company Governance Audit Presentation 10.00% To Be Negotiated 1,2,6

Study Information

Submission procedures

Students must check the [email protected] subject site for detailed assessment information and submission procedures.

Policy on late submission and extensions

A late penalty will be applied to all overdue assessment tasks unless an extension is granted by the subject coordinator. The standard penalty will be 10% of marks awarded to that assessment per day late with no assessment to be accepted seven days after the due date. Where a student is granted an extension, the penalty of 10% per day late starts from the new due date.

Policy on plagiarism

University’s Academic Integrity Policy defines plagiarism as the act of misrepresenting as one’s own original work: another’s ideas, interpretations, words, or creative works; and/or one’s own previous ideas, interpretations, words, or creative work without acknowledging that it was used previously (i.e., self-plagiarism). The University considers the act of plagiarising to be a breach of the Student Conduct Code and, therefore, subject to the Discipline Regulations which provide for a range of penalties including the reduction of marks or grades, fines and suspension from the University.

Bond University utilises Originality Reporting software to inform academic integrity.

Feedback on assessment

Feedback on assessment will be provided to students within two weeks of the assessment submission due date, as per the Assessment Policy.

Accessibility and Inclusion Support

If you have a disability, illness, injury or health condition that impacts your capacity to complete studies, exams or assessment tasks, it is important you let us know your special requirements, early in the semester. Students will need to make an application for support and submit it with recent, comprehensive documentation at an appointment with a Disability Officer. Students with a disability are encouraged to contact the Disability Office at the earliest possible time, to meet staff and learn about the services available to meet your specific needs. Please note that late notification or failure to disclose your disability can be to your disadvantage as the University cannot guarantee support under such circumstances.

Additional subject information

Subject curriculum