Download Corporate Governance and Ethics Notes
CS Intermediate Level Notes
UNIT DESCRIPTION
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.
LEARNING OUTCOMES
A candidate who passes this paper 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
Overview of Corporate Governance and Ethics
- Defining corporate governance
- Importance of corporate governance and ethics
- Pillars of good corporate governance
- Principles of good corporate governance
- Comparative corporate governance system
- Evolution of corporate governance
- New models for corporate governance and ethics
- Ethics and the law
- Universality of ethics
Theories of Corporate Governance and Ethics
- Agency Theory
- Stewardship Theory
- Stakeholder Theory
- Legitimacy Theory
- Resource dependence theory
- Political theory
- Transaction cost theory
- Deontology Theory
- Utilitarianism Theory
- Rights Theory
- Virtue Theory
Download Corporate Governance and Ethics Notes
Board governance models
- Advisory board
- Patron governance model
- Cooperative model
- Management team model
- Policy board model
- Fund raising board model
- Traditional Model
- Carver board model
- Cortex board model
- Consensus board model
- Competency board model
- Governance of family-owned firms
- Emerging Board governance models: case study of independent offices and constitutional commissions in Kenya
The Board of Directors
- Appointments
- Appointments of directors, composition and size
- Appointment of the Chair
- Appointment of the CEO
- Appointment of Corporate Secretary/Governance
- Professional
- Appointment of external auditor
Governance body roles and responsibilities
- The legal context
- The role of the Chair
- Separation of roles of the Chairman, CEO and Corporate Secretary
- Board induction and continuous skills development
- The role of the board and management
- CEO and other executives’ succession planning
- Strategy performance and reporting
- Policy
- Oversight
- Accountability
Download Corporate Governance and Ethics Notes
Board Performance assessment and effectiveness
- Board structure and composition
- Board Procedures
- Board functions and behaviors
- Advancing corporate governance from compliance to competitive advantage
- Assessing performance and remuneration of directors and senior management
- Board effectiveness
Internal Corporate Documents
- Constitutive documents including memorandum association, articles of association, Bylaws, Trusteed, and constitution
- Shareholder agreements
- Board manual and charter
- Board annual work plan
- Internal regulations of the organisation
- Codes of Corporate Governance
- Codes of Ethics
- Performance evaluation tools
Governance of Risk
- Strategic risk and the board
- Risk appetite framework
- Different types of risk
- Board oversight functions
- Internal control framework
- Internal auditor
- External auditor
- Audit Committee
- Internal audit guidelines and procedures
- Compliance risk
- Best practices for overseeing risk, assurance and reporting
Environmental, Social, and Corporate Governance (ESG) Framework
- Environmental protection
- The triple bottom line
- Social audit
- Sustainability
- Diversity
- Corporate reputation and image
- Corporate Social Responsibility: Strategies, policies, ethical issues and impact of CSR
- Shareholder and stakeholder relations
- Stakeholder rights, interests and obligations
- Stakeholder dispute resolution
- The dynamics of institutional investors
Ethical Behavior
- Understanding ethics, morality, values and integrity
- Ethics versus regulation
- Ethics and corporate governance
- Roles of the board in promoting ethical conduct
- Defining business ethics
- Key components of ethical policy
- Ethical culture
- Resolving ethical dilemmas
- Conflict of interest and related party transactions
- Insider trading
- Standards of conduct and personal integrity
- Becoming a transparent organisation
- Organisational integrity
- Whistle blowing
- Ethics and technology
- Ethics and globalisation
- Transparence and disclosure in promotion of corporate ethical culture
Compliance with Laws and Regulations
- Overview of legal and regulatory framework on governance and ethics
- Constitutional provisions on governance and ethics
- Compliance strategy
- Legal and compliance audit
- Role of professional and regulatory bodies in promoting governance and ethics
- International legislative and regulatory frameworks
