Iqra National University

COURSE PLAN Fall 2013

CORPORATE GOVERNANCE
Course No

1116

Course Title

CORPORATE GOVERNANCE

Instructor

Ahmed Ullah Shah

Semester & Duration

Fall 2013, 16 weeks

Class Session

Class meets once a week, as per time table

Revision and Final

Examination

16th 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.

Course Introduction

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.

Course Objective

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.

Course Pre-requisite

Corporate Finance and Strategic Management

Prescribed Text

CORPORATE GOVERNANCE: An introductory text for Pakistan, by

Safdar A Butt.

Reference Books and

Material
(Further reading
may be prescribed
in the class.)

1
2
3
4
5
6

Teaching

Methodolo
gy
Attendance Policy

Corporate Governance, Second Edition, by Brian Coyle (an

ICSA Professional Development Text), published by ICSA
Publishing Ltd, London.
Corporate Governance, Third Edition, by Robert Monks and
Nell Minow, published by Blackwell Publishing, UK and USA.
Harvard Business Review on Corporate Governance,
published by Harvard Business School Press
Corporate Governance at the Crossroads, by Chew & Gillan,
published by Tata McGraw-Hill
Corporate Governance, Principles, Policies & Practice, by
A.C. Fernando, published by Pearson.
International Corporate Governance, by Thomas Clark,
published by Routledge

Lectures, Case Studies, Research Projects, Class Discussions

Any student coming to class later than 10 minutes after the

scheduled starting time will be marked as absent for the day.

Four absences during the entire duration of the course (for
whatever reason) will render the student ineligible to write the
final examination for the course.
Counseling

Ahmed Ullah Shah can be seen in his office, at times to be

notified.

CLASSES SCHEDULE & COURSE CONTENTS

(Note: Chapter numbers given below refer to the prescribed textbook)
Week

Chapter

Overview of Corporate Governance

Introduction. Companies, their characteristics and types. Hierarchy.

Key players. Stakeholders. Definition of Corporate Governance.
Agency theory. Approaches to CG.
Brief History of Corporate Governance. Corporate wrongs over
recent past. Corporate tragedies in UK and USA. Worlds response to
these tragedies. Various Codes.
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.
First Project

8
9

Mid Semester Examination

10

11

12

13

10

14

11

15

12

16

Topic

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. Whistle-blowing. 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

17

Final Project

18

Final Examination

Students Evaluation
There will be two formal stages of evaluation. The initial evaluation will take place in the
9th week and the final evaluation at the end of the semester.

Tentative Evaluation Criteria

Initial Evaluation will comprise 35% of total mark, split as follows:
A. Quizzes, Tests and Assignments (Weeks 1 - 8)
B. First Project
C. Mid-Semester Examination
Sub-total
Final Evaluation will comprise 65% of total mark, split as follows:
A. Quizzes, Tests and Assignments (Weeks 9 - 15)
B. Class Participation (Weeks 1 15)
C. Final Project
D. Final Examination
Sub-total
GRAND TOTAL

10%
10%
15%
35%
10%
10%
20%
25%
65%
100%