BKAL5033

No. Information on Course

1. Name of Course/Module SEMINAR IN CORPORATE GOVERNANCE

2. Course Code BKAL5033

3. Name(s) of Academic Staff DR. BASARIAH SALIM

4.
Rationale for the inclusion of the This is an elective course for the MSc
course in the programme programme.

5. Semester and Year offered 3/1

6. Total Student Learning Time (SLT) Face to face Total Guided and
Independent Learning

L = Lecture L T P O SL TLT
T = Tutorial
P = Practical
14 14 14 28 70.0
O = Others

9. Credit Value: 3

10. Pre-requisite (if any): None

11.
Objectives:

Students are expected to:

1. appreciate the concepts and theories in corporate governance

2. comprehend the role of internal and external corporate governance
mechanisms
3. appreciate the issues and different systems of corporate governance
4. understand best practices in corporate governance and ethical decision-
making

12. Learning outcomes:

At the end of this course, students will be able to:

1. appraise the concepts and theories in corporate governance (C6, A5, P7).

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2. relate the role of board of directors, incentive, ownership structure, and

legal and regulatory framework of governance(C6, A5, P7).
3. evaluate current issues influencing corporate governance and board
thinking, including corporate disclosure and transparency, strategic risk
management, corporate social responsibility, sustainability, and business
ethics (C6, A5, P7).
4. compare corporate governance processes and regimes around the world
(C6, A5, P7).

13. Transferable Skills: Writing, oral communication, critical thinking

and problem solving, and professionalisms
and ethics.

14. Teaching-learning and assessment Mixed method between teacher-centred and

strategy: student-centred. For the assessment
strategy it is a continuous assessment.

15.
Synopsis:

In this course, students will be exposed to corporate governance concepts, theories

and issues. Focus will be given on ownership, control and governance mechanisms in
protecting shareholders interests such as board of director, institutional shareholder,
disclosure, audit committee and regulatory framework both in Malaysia and other
selected countries.

Mode of Delivery: Lectures, discussions, presentations and

16.
case study.

Coursework:
17. Assessment Methods and Types:
Individual Assignments 30%
Group Project 20%
Corporate Governance Case 10%
60%
Comprehensive Final Examination 40%
Total 100%

18. Mapping of the course/module to the Programme Aims

Programme Aims Course Learning Outcomes

1 2 3 4

The aim of the Master of Science 3 3 3 3

(International Accounting) programme is to
produce graduates who posses management

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knowledge and professional skills, and

prepare them for the challenges of managing
the organisation in the competitive current
global business environment.

22. Mapping of the course/module to the Programme Learning Outcomes

Course Learning Outcomes

Programme Learning Outcomes
1 2 3 4

Integrate and apply advanced business 2 2 2 1

knowledge and skills in managing local and
international organizations
Produce and disseminate good quality
1 2 2 1
research to solve business problems and
issues.
Think critically in the application of knowledge 3 3 2 2
and suggest possible solutions to solve
related business issues in order to adapt to
the challenges in dynamic global business
environment.

Communicate effectively, both orally and in 3 3 3 3

writing, with different stakeholders.

Work effectively in teams and show 2 2 2 1

interpersonal skills in making business
decision.

Demonstrate professionalism and compliance 3 3 3 3

to ethical standards in executing their
accountabilities and responsibilities.

Demonstrate a commitment to life-long 2 2 2 2

learning and professional development.

Exhibit managerial and entrepreneurial skills 2 2 1 1

for effective decision making.

Portray leadership skills in managing 3 3 2 1

business strategically.

32. Content outline of the course/module and the SLT per topic

Topic CLO L T P O SL TLT

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1. OVERVIEW OF CORPORATE
1, 2 1 1 1 2.8 5.8
GOVERNANCE
Development of Corporate
Governance
Governance and Management
Importance of Corporate
Governance, and Potential
Consequences of Poor
Corporate Governance
Governance and Ethics
Internal and External Corporate
Governance Mechanisms
Corporate Governance and
Performance

2. OWNERSHIP AND CONTROL

1, 2 2 2 2 2.8 8.8
Separation of Ownership and
Control
Decision Process
Management Controlled and
Owner Controlled Companies
Controlling and Minority
Shareholders
Disclosure of Related Party
Transactions

3. THEORIES AND 4 2 2 2 2.8 8.8

PHILOSOPHIES OF
CORPORATE GOVERNANCE
Concept of Accountability and
Transparency
Agency Theory
Stakeholder Theory
Stewardship Theory
Managerial and Class Hegemony
Theory
Resource Dependency Theory

4. BOARD OF DIRECTOR
1, 2 2 2 2 2.8 8.8
Role of the Board and its
Governance Responsibilities

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Different Types of Director

Chairman and CEO Roles
Board Structures
Board Committees
Boards Performance and
Conformance Roles
Board and Corporate Strategies

5. MANAGEMENT BEHAVIOUR
1, 2, 3 1 1 1 2.8 5.8
AND INCENTIVE
Conflict Between Manager and
Shareholder
Managerial Ownership
Directors Remuneration and
Performance-Related
Remuneration
Disclosure of Directors
Remuneration
Say-on-Pay and Shareholder
Approval of Incentive Scheme

6. OWNERSHIP STRUCTURE
1, 2 1 1 1 2.8 5.8
Ownership Patterns in Modern
Companies

Rights and Powers of

Shareholders

Shareholder Activism

Governance of Family-controlled
Companies

Government-Linked Companies

Ultimate Shareholding: Cash

Flow and Voting Right

7. LEGAL AND REGULATORY

1, 2 2 2 2 2.8 8.8
FRAMEWORK OF
GOVERNANCE

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Legislation

Code of Corporate Governance

Listing Requirements

Financial Disclosure and Auditing

Fraudulent Financial Reporting

Going Concern Status

Threats to Auditor Independence

Auditing Oversight Board

8. RISK MANAGEMENT AND

1, 2 1 1 1 2.8 5.8
INTERNAL CONTROL

Understanding Risks

Internal Control

Embedding Risk Management

and Control Frameworks

Internal Audit Function

Whistle-blowing Policy and

Procedures

9. CORPORATE SOCIAL
1, 2 1 1 1 2.8 5.8
RESPONSIBILITY AND
SUSTAINABILITY
Corporate Responsibility and
Corporate Citizenship
Internal and External
Stakeholders
CSR Reporting
Business Ethics
10. INTERNATIONAL
3 1 1 1 2.8 5.8
CORPORATE GOVERNANCE

Corporate Governance Systems

Worldwide

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Outsidedominated System

Inside-dominated System

Anglo Saxon, Germany,

Japanese

Legal Systems: English

(Common Law), German Civil
Law, Scandinavian Civil Law,
French Civil Law

Moving toward Convergence

14 14 14 28 70

Assessment: Face to Face SL TLT

Group Project, Assignment, Case Study 1.3 32.5 33.8

Final Examination 3 13.2 16.2

Notional Credit Hours 46.3 73.7 120

Credit Hours 3.0

19. References:

Main references:

. Tricker, Bob. (2008). Corporate Governance: Principles, Policies and Practices.

Oxford University Press, Oxford

Mallin, C.A. (2009). Corporate Governance. 3rd Edition. Oxford University

Press, Oxford.
Malaysian Code of Corporate Governance. (2012).

Bursa Malaysia. (2010). Corporate Governance Guide: Towards Boardroom

Excellence

Various corporate governance codes and articles

Additional references:

Amran, N. A., Salim, B., Othman, Z., Abd Wahab, N. S., Kamardin, H. and
Ishak, R. (2011). Corporate Governance in Malaysia: Contemporary Issues,
Pearson, Kuala Lumpur.

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Monk, R. and Minow, N. (2004). Corporate Governance. 3rd Edition, Blackwell

Publishing.

Kim, K. A. And Nofsinger, J. R. (2007). Corporate Governance. 2nd Edition.

Pearson Prentice Hall

Solomon, J. and Solomon, A. (2004). Corporate Governance and

Accountability. John Wiley & Sons Ltd, West Sussex.
Wearing, R.(2005). Cases in Corporate Governance. Saga Publications, London