UniversitY of Dhaka

Faculty of Business Studies

Department of International Business

COUNSE OUTLINE
Course ID

EIB 534

Course Title

Corporate Governance

Total credit

3 credits

Examination

T*o *idtetms

and one final examination

Counsn DnscnrPtroN
sive of the key aspects of corporate governance
of corporate governance and the practical
around the world. It highlights on the theoretical aspects
,^l
The international perspe.ctive and the local
issues companies are facing in ensuring better gou.*urr.".
been emphasized in -designing the course'
context of corporat. gorr.inunce framework 6oth have
a clear understanding on:
completi,on of th]s course students are expected to have
o The key concepts of corporate governance
o The theories relating corporate governance
The worldwide diffusion of codes and its necessity

U;;"

o The appropriate model of code of corporate governance for different economies and

its

necessity

o The strategies to make a board effective and efficient

o The necessity of building sub-committees and internal control system
o The strategies for improving accountability, transparency and disclosure in companies
o Strategies in handling Risk
o The roles and ,.rponribiiities of shareholders and other stakeholders in improving governance
standards

o Issues relating co

overnance in Bangladesh and their solutions

Lnssox PL.q.x
Title of Lecture

Introduction to
Corporate
Governance

Dirc.,tsiott Topics/Key Discussion Topics

What is Corporate Governance (CG);
Evolution of CG; Pillars of CG;
Significance; ScoPe of CG; The new
frontier for CG

Page L

of6

Reference (Book
Chapters/Article s/Web site/O

Mallin,C.A. (2010)
(Chapteri); Tricker,B
(2012); (Chapter 2)
Cooley J.L. (2005);Steger
and Amann (2008) (ChaPter

Reference (Book
Chapters/Arlicles/Web site/O
thers)
Mallin,C,A. (2010)
(Chapter2)
Article (Letza, et.al, 200 4)
Tricker, B (2012); (Chapter
3)

Title of Lecture

Discussion Topics/Key Discussion Topics

Agency Theory; Stakeholder Theory

Stewardship Theory; Resource Dependency
Theory; Transaction Cost Economies
Theory

Theories and
Philosophies of
CG:
Assumptions
Applications
and Criticisms
Models of CG

Anglo-American Model of Governance;

Conlinental Iiuropean two-tier model ;
(ierman-.lapan Model of Covernance: 'l'he
Asian Fardly Based Moclel

Tricker, B (2012); (Chapter

3)

Codes of CG

What is Code of CG; Objectives of a code;

Benefits of a code; History of the evolution
of code of CG; Convergence and
Divergence of Code of Corporate
Governance; trssuer of code of CG;
Compliance Mechanism; OECD Principles
and Other international standards; Code of
CG for Bangladesh; Comparative Analysis
of the Codes of Corporate Governance in
developine countries
Functions of the Board; Board Diversity:
Types of Directors; Differences between
Non-Executive Directors and Independent
Director; Splilting the Roles of L'8() and
Chair:man; Board Charter; Type of board;
Board size & Ccrnposition: Board Work
Plan; Leadership Role of Chairman;
I)irectol Norn i nati on.

Mallin,C.A.

Board:
Leadership and
Reality in the
Board Room

Critical Attributes of Effective Board;

Parameters of Effectiveness of Board; Task
of an effective Board; The ethical
climension: {iorporate values and business
ethics: lrnplernenting CG bclor'l bcard level

Tricker, B (2012); (Chapter

Board

Assessing boards and board Committces;

Assessing jndividual director's
perlbi:mance; CE{) Succession Planning.
Sclection and Perfbrmance Appraisal: CllO
Cornpensation

Tricker, B (2012); (Chapter

SI

No
2

Board:
Composition

Assessment:
Reviewing
Ilirectors and
Boards

Page2 of 6

(201 0) (Chapter

3)
Steger and Amann (2008)

(Chapter 1)

Mallin,C.A. (2010)
(Chapter8)
Tricker, B (2CI12)
Monks and Minnow (2011)
(Chapter 3)

Articles

13)

16)

Mallin,C.A. (2010)
(Chapter9)
Colley, J.L. et al (2005)
(Chapter 6)
Monks and Minnow (2011)
(Chapter 3)

S1

Title of Lecture

Discussion Topics/Key Discussion Topics

No
8

Board:
Effectiveness
and
Empowerment

Board
Empowerment

10

Board Sub
Committees:

Audit
Committee and
Other Board
SubCommittees

11

llivensit-l' in
Bo*trtl

T2

CG in
Bangladesh

Name of the
Author(s)
Bob Tricker

Sources of governance power; Making

Reference (Book
ChaptersiArticle s/Web site/O
thers)
Tricker, B (2012); (Chapter

Board effective; Board Information;

l) i rec tors' d evel opln ent" trairiin g ; Directors'
Knowledge; Self Monitoring:

15)

What is Empowerment & Why?;What are

the basic requirement for empowerment?;
Pressure For Empowerment; Progress of
Board Empowerment; Invalid Assumptions
About Empowering Directors; Factors
Influencing Empowered Board Activities. ;
Characteristics of An Empowered Board;
Essential Activities For Effective
Monitoring; Effective Empowerment
What is Audit Committee?; Why got
Importance?; Core Duties of Audit
Committee; The influence of Audit
Committee; Relationships of Audit
Committee; Memberships of Audit
Committee; Competencies of Audit
Committee; Ethical Practices of Audit;
Committee members; Meetings; Audit
Committee Report; Evaluation of Audit
Committee; Other Committees;
Significance of the company secretary

Arlicles

What is Bo:rrcllliyersity; Why board

cliversity is needed fcr good: governance;
T'ypes ol'diversity; Wa.vs to ensure a
diversified bo'ar:d; Challcnge s fbr boarcl
dii ersin
Legal and Regulatory Framework; The
Corporate Sector of Bangladesh; Problems
ofgood governance; Causes of
Noncompliance with the Code; Appropriate
Model of Corporate Governance in
Bansladesh.

Mallin,C.A. (2010)
Articles

Year of
Publication/Edit
ion
2012

I'EXT tsOOK(S
Title of the Books

"Corporate Governance" , 2
Ed,

Page 3

of6

Tricker, B

Articles

Name of the Publisher

Oxford Publisher

Rnrnnnxcn Boors on AnucLES

Mallin, C.A

Year of
Publication
2010

Corporate Governance, 3'o Ed

Name of the
Publisher/Source
Oxford Publisher

Monks, R.A.G. and Minow, N.

20r1

Corporate Governance, 5t" Ed,

John and WilleY

2008

Corporate Governance: How

Value

Name of the Author(s)

Steger, U.

& Amann, W.

Vallabhaneni, S.R.

2008

Neil Cowan

Title of the Books/Journal/Website

Publisher

to Add John Willey &

Corporate Management, Governance,

and Ethics: Best Practices
Corporate Governance; that works

Sons
John
Sons

Willey &

Pearson

and

Cooley, J.L; et al

2005

Corporate Governance

Prentice Hall
Tata McGrawHill

Wallace,P&Zinkin.J

2005

Corporate Governance : Mastering

Business in Asia

John Willey &

Sons (Asia) Pte
Ltd

Recommended Articles:
1. Aguilera, R.V. and Cuervo-Caztrrra,A. (2004) Codes of good governance worldwide: What is
the trigger? Organization Studies, 25: (3): 415-443.
2. Aguilera, R.V. and Cuervo-Cazvtra, A. (2009) Codes of corporate govemance. Corporate
Governance: An International Review, 17: (3): 376-387 '
3. Akhtaruddin, M. (2005) Corporate mandatory disclosure practices in Bangladesh. The
International Journal of Accounting 40 399-422.
4. Letza, S., Sun, X. and Kirkbride, L (2004a) Shareholding versus stakeholding: a critical review
of corporate governance Corporate Governance:An International Review, 12: (3):242-262.
5. Wanyama, S., Burlon, B. and Hellier, C. (2009) Frameworks underpinning cotporate
goveffrance: evidence on Ugandan perceptions. Corporate Governance: An International
Review, 17 : (2): 159-17 5.
6. Siddiqui, J. (2010) Development of Corporate Governance Regulations: The Case of an
Emerging Economy. Journal of Business Ethics, 9l:253-274.
7. Rwegasira, K. (2000) Corporate govemance in Emerging capital markets: whither Africa? .
Corporate Governance: An International Review, 8: (3): 258-267.
8. Reai, M. and Arun, T. (2006) Corporate govenrance in developing economies: Perspective
from the banking sector in Bangladesh. Journal of Banking Regulation, 7: (ll\: 9a-105.
g. Mir, M. and Rahaman, A.S. (2005) The adoption of international accounting standards in
Bangladesh. Accounting, Auditing & Accountabitity Journal, 18: (6): 816-841'
10. Uddin, S. and Choudhury, J. (2008) Rationality, traditionalism and the state of corporate
governance mechanisms: Illustrations from a less developed country Accounting, Auditing &
Accountability Journal, 2I: (7): 1026-105 1.

ASSIGNMENT
The perceived definition and importance of corporate govemance
Page 4

of6

Word Limit: Maximum 2000

TERM PAPER
Students need to prepare a term paper on "Ownership pattern of the Listed Companies
Bangladesh".

of

Following Chapters must be included:

l. Introduction
a. Explain why is it important to know the ownership pattern of any country
2. Literature Review
a. Define Ownership pattern
b. Explain the relationship between ownership and corporate governance
c. Review of the existing literature on ownership pattern
3. Method
a. Population
b. Sample and Sampling technique
c. Data ( which variable you are going to consider to understand ownership and its pattern)
d. Data Collection Method (which method you will follow AND WHY)
e. Data Analysis Method (which analysis tool in particular you will follow AND WHY)
4. Findings and Analysis
a. Analyze the data in detail
b. If you have used and table or diagram make sure you analyze enough number of data
from the table to justify its inclusion in the report
c. In each findings try to compare the fact with other developing and developed countries
5. Conclusion
a. State in a line the objective followed by the findings of that particular objective
b. in a paragraph write the summary of the overall findings
c" In a paragraph write now what Bangladesh should do

Evu-ua,uoN

AND

GnnnrNc Svsrnlr
Marks

Attendance and Class Participation

10

Mid Term

15

Mid Term 2

15

Assignment

10

Term Paper

10

Final Examination

40

Page 5

of6