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FINS 5526

International Corporate Governance

Emma Jincheng Zhang


School of Banking & Finance
jin.zhang@unsw.edu.au

Session 1, 2017
FINS 5526
International Corporate Governance
Week 12
Course Structure
Shareholders
Regulatory and Reporting Ownership and control structures
Environment Takeovers
S-Ox; CLERP 9; ASX Shareholder Activism
Financial Reporting Role of Performance/Value Creation
Accounting Corporation

Board
Board Structure
Role of Directors
Committees Audit; Remuneration

Management

Other Stakeholders
Firm Performance/Value Creation
International Perspectives Asia and
Europe
Different Aspects of Corporate Governance
Board of directors (& board committees)
Executive compensation
Ownership structure and control
o controlling shareholders // small, minority shareholders
Shareholder activism (e.g. proxy contest) and the market for
corporate control (e.g. tender offer)
Market for corporate control
External institutional environment
o Role of the government
o Corporate and securities laws on shareholder protection
o Listing requirements, disclosure rules and external auditors
o Media, analysts, etc.
Final Examination
Final Examination: Consultation Hours

Regular consultation hours will no longer apply, after


week 12.
Final-exam consultation
Wednesday, June 6, 1-3pm, Room 372

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Final Examination: Basic Information

Friday 9th June: 9am 11am.

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Final Examination: Coverage

Weeks 1-5 topics are basically assumed prior


knowledge;
Focus on topics covered in weeks 7-12:
o Shareholder Activism & Proxy Contests
o Executive Remuneration & Role of the Board
o Takeover Threat & Anti-takeover Provisions
o Concentrated Ownership & Control
o International Perspectives on Corporate Governance

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Red Headings

Not assessable

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Final Examination: Strategies

In the exam, allocate your time wisely.

Bullet-point format is recommended to structure your


arguments. And, for each bullet point, you need to
articulate and elaborate your arguments and provide
necessary reasoning.

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Grading System

Grades might be moderated, if needed & warranted, in


order to achieve an overall median grade of 65-70% range
(Credit).

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Good luck !!

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