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University of Central Punjab

COURSE OUTLINE
1. Course Title Corporate Governance
2. Course Code
3. Credit Hours 3
4. Semester Spring 2011
5. Resource Person Muhammad Usman Yusuf
6. Supporting Team Members
7. Contact Hours (Theory) 3 hours per week
8. Contact Hours (Lab) Not Applicable
9. Office Hours
10. Course Introduction
This module shall motivate the scholars to develop their concepts on corporate governance. At an
advanced stage it shall enable the scholars to peruse and analyze the latest relevant knowledge
and research available on corporate governance.

11. Learning Objectives


This module aims to provide the scholars with the background information on the latest research
in the field of corporate governance. Upon completion of this course, scholars will be able to
complete the following key tasks:

• Learn what good directors need to know to provide good governance


• Value both shareholder and other stakeholders’ rights and responsibilities
• Adhere to sound principles of directorship and management
• Understand the significance of board committees, their composition and
responsibilities
• Implement best practices on corporate governance
• Understand corporate governance practices in Pakistan
• Identify gaps in the relevant literature that can be helpful in initiating research ahead.
• Attempt the terminal exam
12. Weekly Lecture Schedule
Weeks Topic of Lecture Reading Assignment
Part I –What is Corporate Governance
Week 1 Definitions and Issues in Corporate Governance Chapter # 1
• Defining Corporate Governance
• Development of Corporate Governance
• Stakeholders in a company
• Key objectives in Corporate Governance
• Key Issues in Corporate governance
• Approaches to Corporate governance
Week 2 Concepts, ethics and the role of the company secretary Chapter # 2
• Concepts in Corporate Governance
• Ethics and Corporate Governance
• Corporate Social responsibility
• Whistleblowers
• The company secretary and corporate
governance

Part II – Directors and Shareholders


Week 3 Directors and shareholders: powers and rights Chapter # 3,4,5
• The power of directors
• The duties of directors to their company
• A director’s duties of skill and care
• Fair dealing by directors
• Shareholders powers and rights
• Other restraining measures against directors
• Other types of Directors
Week 4 Balance of Power on the board Chapter # 6
• The role of board and corporate governance
issues
• Suitability
• Character and qualities
• Size and balance of the board
• The board and decision making
• The roles of Chairman and C.E.O.
• Induction and training of directors
• Performance evaluation of directors
Week 5 Non-executive directors (NEDs) Chapter # 7
• The role of non-executive directors
• NEDs on board and board committees
• Independence
• Senior Independent Directors
• Criticism on non-executive director
Week 6 Relations with shareholders Chapter # 8
• The relationship between board and the
shareholders
• Shareholder’s expectation
• Regulatory requirement of shareholder
involvement (with reference to Pakistan)
• Company’s relation with its shareholders
• The role of institutional shareholders in
corporate governance

Part III – Rewards & Risk


Week 7 Directors’ remuneration Chapter # 9
• Directors’ remuneration as a corporate
governance issue
• Elements of remuneration for executive
directors
• Stock options
• The remuneration for non-executives
• Directors’ service contacts
Week 8 MID TERM
Week 9 Risk management and corporate governance Chapter # 10
• The nature of risk
• Internal control system
• The role of internal audit
• Risk management
• The role of board (or audit committee) in risk
management
Week 10 Corporate governance in Developing and Transition Chapter # 11
Economies
• Problems faced by developing and transition
economies
• Corporate governance models
• The institutional framework for effective
corporate governance
• Corporate governance challenges in Pakistan
Week 11- Research paper presentations by scholars
15
Week 16 Terminal Examination
13. Course Assessment
• Assignment 10 Marks
• Research Article Presentation 15 Marks
• Mid Term 25 Marks
• Terminal Examination 50 Marks
14. References 1. Corporate Governance by Brian Coyle, 2nd Edition,
2004,ICSA Publishing UK
2. Corporate Governance: Principles, Policies and
Practices by A.C. Fernando, Latest
Edition,2006,Dorling Kindersley
3. Corporate Governance and Accountability by Jill
Soloman & Aris Soloman, Wiley-India Edition, 2004,
John Wiley & Sons

4. Real-World Corporate Governance by Nigel Kendall


& Arthur Kendall, Pitman Publishing
15. Plagiarism
Zero tolerance for plagiarism.
16. Attendance Policy
Every student must attend 80% of the lectures/seminars delivered in this course. The students
falling short of required percentage of attendance of lectures/seminars etc., shall not be allowed
to appear in the terminal examination of this course and shall be treated as having failed this
course.
17. Field Trips/Case Studies/Seminars/Workshop
Seminar will be conducted

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