Paper 11

CORPORATE GOVERNANCE AND ETHICS

This paper is intended to equip the candidate with the knowledge, skills and attitudes that will enable him/her to practice the tenets of good corporate governance and demonstrate adherence to ethics for enhanced organisational performance and achievement of corporate and strategic objectives.

On completion, a candidate should be able to

Apply leadership principles and practices in the context of good corporate governance and ethics
Apply best practices in good corporate governance and ethics
Demonstrate an understanding of the links between corporate governance and ethics and development of different types of corporate governance solutions.
Effectively resolve ethical dilemmas based on corporate policy and governing criteria.

Content

1
Overview of Corporate Governance and Ethics
1. 1.1
  Defining corporate governance
2. 1.2
  Importance of corporate governance and ethics
3. 1.3
  Pillars of good corporate governance
4. 1.4
  Principles of good corporate governance
5. 1.5
  Comparative corporate governance system
6. 1.6
  Evolution of corporate governance
7. 1.7
  New models for corporate governance and ethics
8. 1.8
  Ethics and the law
9. 1.9
  Universality of ethics
2
Theories of Corporate Governance and Ethics
1. 2.1
  Agency Theory
2. 2.2
  Stewardship Theory
3. 2.3
  Stakeholder Theory
4. 2.4
  Legitimacy Theory
5. 2.5
  Resource dependence theory
6. 2.6
  Political theory
7. 2.7
  Transaction cost theory
8. 2.8
  Deontology Theory
9. 2.9
  Utilitarianism Theory
10. 2.11
  Rights Theory
11. 2.11
  Virtue Theory
3
Board governance models
1. 3.1
  Advisory board
2. 3.2
  Patron governance model
3. 3.3
  Cooperative model
4. 3.4
  Management team model
5. 3.5
  Policy board model
6. 3.6
  Fund raising board model
7. 3.7
  Traditional Model
8. 3.8
  Carver board model (37)
9. 3.9
  Cortex board model
10. 3.10
  Consensus board model
11. 3.11
  Competency board model
12. 3.12
  Governance of family-owned firms
13. 3.13
  Emerging Board governance models: case study of independent offices and constitutional commissions in Kenya
4
The Board of Directors
1. 4.1
  Appointments
  1. 4.1.1
    Appointments of directors, composition and size
  2. 4.1.2
    Appointment of the Chair
  3. 4.1.3
    Appointment of the CEO
  4. 4.1.5
    Appointment of Corporate Secretary/Governance Professional
  5. 4.1.6
    Appointment of external auditor
2. 4.2
  Governance body roles and responsibilities
  1. 4.2.1
    The legal context
  2. 4.2.2
    The role of the Chair
  3. 4.2.3
    Separation of roles of the Chairman, CEO and Corporate Secretary
  4. 4.2.4
    Board induction and continuous skills development
  5. 4.2.5
    The role of the board and management
  6. 4.2.6
    CEO and other executives’ succession planning
  7. 4.2.7
    Strategy performance and reporting
  8. 4.2.8
    Policy
  9. 4.2.9
    Oversight
  10. 4.2.10
    Accountability
3. 4.3
  Board Performance assessment and effectiveness
  1. 4.3.1
    Board structure and composition
  2. 4.3.2
    Board Procedures
  3. 4.3.3
    Board functions and behaviors
  4. 4.3.4
    Advancing corporate governance from compliance to competitive advantage
  5. 4.3.5
    Assessing performance and remuneration of directors and senior management
  6. 4.3.6
    Board effectiveness
5
Internal Corporate Documents
1. 5.1
  Constitutive documents including memorandum association, articles of association, Bylaws, Trusteed, and constitution
2. 5.2
  Shareholder agreements
3. 5.3
  Board manual and charter
4. 5.4
  Board annual work plan
5. 5.5
  Internal regulations of the organisation
6. 5.6
  Codes of Corporate Governance
7. 5.7
  Codes of Ethics
8. 5.8
  Performance evaluation tools (38)
6
Governance of Risk
1. 6.1
  Strategic risk and the board
2. 6.2
  Risk appetite framework
3. 6.3
  Different types of risk
4. 6.4
  Board oversight functions
5. 6.5
  Internal control framework
  1. 6.5.1
    Internal auditor
  2. 6.5.2
    External auditor
  3. 6.5.3
    Audit Committee
  4. 6.5.4
    Internal audit guidelines and procedures
6. 6.6
  Compliance risk
7. 6.7
  Best practices for overseeing risk, assurance and reporting
7
Environmental, Social, and Corporate Governance (ESG) Framework
1. 7.1
  Environmental protection
2. 7.2
  The triple bottom line
3. 7.2
  Social audit
4. 7.3
  Sustainability
5. 7.4
  Diversity
6. 7.5
  Corporate reputation and image
7. 7.6
  Corporate Social Responsibility: Strategies, policies, ethical issues and impact of CSR
8. 7.7
  Shareholder and stakeholder relations
9. 7.8
  Stakeholder rights, interests and obligations
10. 7.9
  Stakeholder dispute resolution
11. 7.10
  The dynamics of institutional investors
8
Ethical Behavior
1. 8.1
  Understanding ethics, morality, values and integrity
2. 8.2
  Ethics versus regulation
3. 8.3
  Ethics and corporate governance
4. 8.4
  Roles of the board in promoting ethical conduct
5. 8.5
  Defining business ethics
6. 8.6
  Key components of ethical policy
7. 8.7
  Ethical culture
8. 8.8
  Resolving ethical dilemmas
9. 8.9
  Conflict of interest and related party transactions
10. 8.10
  Insider trading
11. 8.11
  Standards of conduct and personal integrity
12. 8.12
  Becoming a transparent organisation
13. 8.13
  Organisational integrity
14. 8.14
  Whistle blowing
15. 8.15
  Ethics and technology
16. 8.16
  Ethics and globalisation
17. 8.17
  Transparence and disclosure in promotion of corporate ethical culture
9
Compliance with Laws and Regulations
1. 9.1
  Overview of legal and regulatory framework on governance and ethics
2. 9.2
  Constitutional provisions on governance and ethics
3. 9.3
  Compliance strategy
4. 9.4
  Legal and compliance audit
5. 9.5
  Role of professional and regulatory bodies in promoting governance and ethics
6. 9.6
  International legislative and regulatory frameworks
10
Contemporary Issues and Case Studies in Corporate Governance and Ethics (39)