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CS PART 3 SECTION 5
COURSE OUTLINE
GENERAL OBJECTIVE
This paper is intended to equip the candidate with the knowledge, skills and attitudes that will enable him/her to practice good governance and comply with ethical principles.
LEARNING OUTCOMES
A candidate who passes this paper should be able to:
- Apply leadership principles in the context of good governance and ethics
- Explain the tenets and principles of good governance and ethics
- Describe the role and functions of the board of directors
- Demonstrate adherence to ethical principles in the organisation
- Understand the best practices required to be adopted in good governance
CONTENT
Introduction
- Definition of governance and ethics
- Importance of governance and ethics
- Principles of good governance
- Types of governance
- Evolution of corporate governance
Theories of governance and ethics
- Agency theory
- Stewardship theory
- Stakeholder theory
- Resource dependence theory
- Legitimacy theory
- Political theory
- Transaction cost theory
- Deontology theory (consequence based)
- Utilitarianism theories (duty based)
- Rights theory (contract based)
- Virtues Theory (character based)
Download Governance and Ethics KASNEB Notes
Board governance models
Nonprofit governance models
- Advisory board
- Patron governance model
- Cooperative model
- Management team model
- Policy board model
- Fund raising board model
Corporate governance models
- Traditional Model
- Carver board model
- Cortex board model
- Consensus board model
- Competency board model
Family owned businesses
Independent offices and constitutional commissions
The Board of Directors
- Appointment, composition and size
- Role and functions
- The Role of the Chairperson
- Executive, non-executive and independent directors
- Committees of the Board
- Board meetings
- Board work plan
- Board induction and continuous skills development
- Board manual and charter
- Board performance evaluation
- Board remuneration
- Term limits for non-executive Board members
- Succession planning
- Liability and insurance indemnity
- Appointment of the Chief Executive Officer
- Appointment of the Certified Secretary
- Separation of roles
- Role of the Board in performance management
Accountability, risk management and internal control
- Financial reporting
- Integrated reporting
- Strategies and processes in enterprise risk management
- Board’s role in enterprise risk management
- Internal controls
- Internal auditor
- Audit Committee
- External auditor
- Internal audit charter and work plan
- Procurement process
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Sustainability and social investment
- Sustainability goals and strategy
- Triple bottom line
- Social responsibility investments
- Corporate social responsibility
- Environmental management
- Ethical issues in CSR
- Strategies and policies on CSR
- Creating and registering foundations to manage CSR
- The impact of CSR on shareholder value
- Social audit
- Corporate reputation and image
Ethics and corporate disclosure
- Ethical norms, morality, values and ethical culture
- Role of the board in promotion of ethical conduct
- Professional judgement
- Code of ethics
- Standards of conduct and personal integrity
- Ethical dilemmas
- Ethics committee
- Ethics training
- Conflict of interest and related party transactions
- Insider trading
- Policy and guidelines on payments and gifts
- Corporate disclosure policy and strategy
- Benefits of disclosures and transparency
- Disclosure barriers
- Financial and non-financial disclosures
- Whistle blowing
Stakeholders management
- Stakeholder groups
- Shareholders and stakeholder rights and interests
- Shareholders and stakeholder obligations
- Minority shareholders
- Stakeholders engagement
- Stakeholders dispute resolution
- Shareholders association and education
- The Role of institutional investors in corporate governance
- Institutional investors’ relationship with investee companies
Compliance with laws and regulations
- Overview of the legal and regulatory framework on governance and ethics in Kenya
- Constitutional provisions on governance and ethics
- Compliance strategy
- Legal and compliance audit
- Role of ICS in promotion of governance and ethics
- Role of ICPAK in financial governance
- Role of Ethics and Anti-Corruption Commission
- Role of CMA, NSE and SCAC in promotion of governance and ethics
Contemporary issues in governance and ethics
- Convergence of corporate governance
- Role of ICT
- Virtual organisations/cyber company model
- Governance audit
