University of Gujrat COURSE PLAN FALL 2013 CORPORATE GOVERNANCE (Course Code MGT-506) Instructor Semester Duration Class

s Sessions Revision and Final Exam Course Introduction Ms. Mehwish Kaleem FALL 2013 Class meets twice a week, as per time table 17th week is reserved for presentation of projects and general revision. There will be no regular classes in this week. The final examination will follow the revision week. Corporate Governance is emerging as the most significant area of study for managers of large and medium sized corporations. A number of international scandals have been attributed to lack of sound corporate governance practices. In developing countries where reporting and ethical standards are well below par, the task of good corporate governance has been taken up by regulatory authorities. This course is intended to build on the knowledge of corporate finance, strategic management and related fields to help the students acquire an insight into the requirements of present day corporate responsibilities. To introduce the students to the concept of corporate governance, its evolution as a phenomenon, its practice and application in the more developed world, various codes and reports on the subject, the steps taken by the SECP, the role of board of directors in general and independent directors in particular, the concept of socially responsible investments, significance of internal controls and auditing, and maintenance of a healthy relationship between all stakeholders. Corporate Finance and Strategic Management CORPORATE GOVERNANCE: An introductory text for Pakistan, by Safdar A Butt. (Third edition) 1 Corporate Governance, Second Edition, by Brian Coyle (an ICSA Professional Development Text), published by ICSA Publishing Ltd, London. 2 Corporate Governance, Third Edition, by Robert Monks and Nell Minow, published by Blackwell Publishing, UK and USA. 3 International Corporate Governance, by Thomas Clark, published by Routledge 4 Corporate Governance at the Crossroads, by Chew & Gillan, publisher Tata McGraw-Hill 5 Corporate Governance, Principles, Policies & Practice, by A.C. Fernando (Pearson.) Lectures, Case Studies, Research Projects, Class discussions Any student coming to class later than 5 minutes after the scheduled starting time will be marked as absent for the day. Three absences during the entire duration of the course (for whatever reason) will render the student ineligible to write the final examination for the course. Components of evaluation are: Mid-semester Examination Sessional Assessment: Quizzes and class tests Class assignments Term Project End of Semester Final Examination Total 20% 10% 10% 20% 40% 40% 100%

Course Objective

Course Pre-requisite Prescribed Text Reference Books and Material (Further reading may be prescribed in the class.)

Teaching Methodology Attendance Policy

Students Evaluation

CLASSES SCHEDULE & COURSE CONTENTS (Note: Chapter numbers given below refer to the prescribed textbook)

Week 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

Chapter

Topic Overview of Corporate Governance

1 3 4 5 6

Introduction. Companies, their characteristics and types. Hierarchy. Key players. Stakeholders. Definition of Corporate Governance. Agency theory. Approaches to CG. The shareholders. Types of shares. Classification of shareholders. Internal, external, corporate and institutional shareholders. Their role. Expectations. Tools available. Board of Directors. Powers of a board. Functions. Tools available to a board. Responsibilities. Borrowing powers. Types of boards. Balance on the board. Committees of a Board. Audit committee. Nominations committee. Remunerations committee. Basis of remunerating directors. Executive committee. Ad hoc committees The Directors. Individual responsibility. Types. INEDs. Their role and importance. Where to look for them. Register of directors interests. Insider trading. Market abuse. Revision Mid Semester Examination

7 8 9 10 11 12

Financial Reporting and Audits. The role and independence of external auditor. Controls over the audit profession. Directors duties. The Audit Committee. Risk Management. Why take risks? Risk aversion. Risk exposure. Risk retention. Risk transfer. Techniques. Responsibility for managing risks. Board reporting on risks Internal Control. Objectives. Tools. The Turnbull Guidance on Internal Control. Role of Internal Auditor. Whistleblowing. Soft and hard whistleblowing. Business Ethics. Evolution of corporate ethics. Characteristics of an ethical organization. Unethical behavior at corporate level. Pakistani context. Corporate Social Responsibility. Historical perspective. Scope. Philanthropy. Doing business responsibly. Being a good citizen. Concern for environment. Pak scene. External influences on companys governance. Role of government. Role of Media. Professional bodies. Pressure groups. Situation in Pakistan Course Revision Term Project Presentation Final Examination