Learning outcomes

• Corporate Organisation and its composition
• Business Behaviour and Corporate Social Responsibility
• Codes and Practices
• Roles of the different corporate "actors"
• Risk Management
• The importance of different mechanisms and control models of corporate governance
• The involvement of Board Committees and Audit Committees
• Ethical shareholders and stakeholders behaviour
• Ethical codes, standards and behaviour
• Corporate governance and practices in its European and international context
• Models and theories of business ethics
• Ethics at work

Aims

• provide a brief background on the scene of corporate governance and business ethics
• discuss why corporate governance is needed in all the world?s economies and address the foundation, principles, behaviours and approaches to governance
• cover the principles embodied in the approaches of governance and putting these principles into practices
• explore the composition, size, complexity and operation of the board members, directors, non-executive directors, internal and external auditors, their responsibilities, roles and accountability
• identify and assess how risks should be managed to achieve good corporate governance
• evaluate the relationship between corporate planning and the knowledge of risks
• understand how control from internal and external can influenced management decision and governance
• provide an overview of ethical standards, ethical business approaches and social responsibility behaviours as a means for gaining competitive advantage
• look at the formulation and implementation of ethical codes as a framework for societies
• discuss the potential for corruption and mismanagement in business practices, investment and trading
• address how shareholders can affect the way in which companies operate and how stakeholders can influence company behaviour
• discuss the extent to which shareholders or stakeholders can be affected by internal auditing
• examine the regional common points of governance codes

Brief description

Content

• Corporate Governance, Behaviour and Social Responsibility
   o What is corporate governance and why is there a need for corporate governance?
   o Business confidence, failure and behaviour
   o Governance structure and corporate social responsibility
   o Ethical and codes of conduct

• Use of Codes to Putting Codes in Practices to Principles of Practices
   o Use of codes and 5 Principles of good governance
   o The Organisation for Economic Co-operation and Development (OECD) public governance principles and framework
   o International Corporate Governance Network- areas of development

• Board and Directors Composition, Administration and Accountability Involvement of Board and Audit Committees
   o Accountability to the shareholders
   o Board composition and administration
   o Roles of the Board Chairman, CEO, directors, Non-executive directors, independent directors and non-independent directors

• Control Models, Types, Concepts and Criteria, Risk Management, Strategies and Control
   o Knowledge of risk and corporate performance
   o Risk strategies and who should be the boss of risk?
   o Managing, assessing and controlling risks through commitment, facilitation and participation
   o Mapping the risks of board reporting, the impact and the probability
   o The control environment and criteria, models, types and concepts of internal control

• Ethical Background, Standards, Approaches and Behaviours
   o Ethical background and standards
   o The approaches to ethical behaviour, social responsibility and unethical pressures
   o Common social and moral codes
   o Business pressures and commercial advantage

• Ethical Codes, Investment and Trading, and Ethics at Work
   o Activating the ethical codes
   o Fair dealing, trading and business practice
   o Ethical policy

• Rights and Responsibilities of Shareholders and Stakeholders; Corporate Governance in Europe and International Context
   o Shareholders and stakeholders
   o Impact on stakeholders on Boards? decision
   o UK Combined Code Principle
   o UK, Europe, US and Asia corporate governance and code of conducts
   o Other countries Code of corporate governance and common regional benchmarks and practices

Reading Lists

Notes

This module is at CQFW Level 6