Governance, Risk & Ethics
Class Notes June 2011
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INTRODUCTION TO THE PAPER CHAPTER 1: CHAPTER 2: CHAPTER 3: CHAPTER 4: CHAPTER 5: CHAPTER 6: CHAPTER 7: CHAPTER 8: CHAPTER 9: CORPORATE GOVERNANCE – AN INTRODUCTION CORPORATE GOVERNANCE – MORE DETAILED AREAS AGENCY THEORY AND TRANSACTION COST THEORY GOVERNANCE IN DIFFERENT COUNTRIES AND ORGANISATIONS RISK MANAGEMENT INTERNAL CONTROL SYSTEMS STAKEHOLDER THEORY AND CSR BUSINESS ETHICS THE PROFESSIONAL ACCOUNTANT 5 7 21 29 35 49 61 69 81 93
Introduction to the paper
IN T R O D U C T I O N T O T H E P A P E R
AIM OF THE PAPER
The aim of the paper is to apply relevant knowledge, skills and exercise professional judgement in carrying out the role of the accountant relating to governance, internal control, compliance and the management of risk within an organisation – in the context of an overall ethical framework.
OUTLINE OF THE SYLLABUS
1. 2. 3. 4. Governance and responsibility. Internal control and review. Identifying, assessing and controlling risk. Professional values and ethics
FORMAT OF THE EXAM PAPER
The syllabus is assessed by a three hour paper-based examination. The examination consists of: ● ● one 50 mark compulsory case study two from three 25 marks scenarios.
How do I get the most from my course?
● Try and be seated by the start of the lecture. This will ensure we have the maximum lecture time. Your course notes will be divided into chapters, please make sure you bring the relevant chapters with you to class. Manage your time effectively. If you have a busy work schedule use your study planner to catch up. Do not allow yourself to fall behind. Should you have any difficulties or questions please do not hesitate to contact me either before the lecture or during the break as most students are in a desperate hurry to leave at the end of the lecture. Alternatively, you can always email me or phone me through our helpline. In the event of an emergency you can come for the same lecture on a corresponding part-time course as all the courses run parallel to each other. It is crucially important that you attend the full course of lectures. Try to read the business section of a decent newspaper at least once a week to get an idea of what is going on in the business world and the difficulties faced by organisations.
Corporate governance – an introduction
EXAM STYLE QUESTIONS
● ● ● ● ● ● ● Explain the problems companies have suffered, that have resulted in the need for corporate governance regulations. Explain the agency problem and agency cost. Who sets corporate governance regulations? What are the key concepts that underpin corporate governance? For a given situation, identify the key concepts that are / are not being followed. What are the main areas that corporate governance covers? Explain the business argument for and against corporate governance.
C H A P T E R 1 – C O R P O R A T E G O V E R N A N C E : A N IN T R O D U C T IO N
A BRIEF HISTORY OF UK COMPANIES ----------------------------------- 9 THE SOUTH SEA BUBBLE THE 20 CENTURY MORE RECENT PROBLEMS
9 10 11
WHAT IS CORPORATE GOVERNANCE? --------------------------------- 13 THE AGENCY PROBLEM 13
CORPORATE GOVERNANCE RULES / GUIDANCE---------------------- 14 WHO SETS THE RULES? UNDERLYING CONCEPTS BEHIND CORPORATE GOVERNANCE 14 14
THE MAIN AREAS OF CORPORATE...