LAW 7057 - Corporate Governance (PG)
North Terrace Campus - Semester 1 - 2016
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General Course Information
Course Details
Course Code LAW 7057 Course Corporate Governance (PG) Coordinating Unit Adelaide Law School Term Semester 1 Level Postgraduate Coursework Location/s North Terrace Campus Units 3 Contact Intensive Available for Study Abroad and Exchange Y Assessment participation, assignments/research paper &/or exam as determined at first seminar Course Staff
Course Coordinator: Professor Suzanne Le Mire
Associate Professor Suzanne Le Mire
Adelaide Law School
Ligertwood Building
North Terrace, Room 328
t: 08 83130102
e: suzanne.lemire@adelaide.edu.au
Dr Franc de Zwart
Adelaide Law School
Ligertwood Building
North Terrace, Room 213
t: 0883138304
e: francesco.dezwart@adelaide.edu.auCourse Timetable
The full timetable of all activities for this course can be accessed from .
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Learning Outcomes
Course Learning Outcomes
On successful completion of this course students will be
able to:1. Identify and be able to critically analyse the regulation of corporate governance including that in national and international codes of practice, legislation, common law, norms of practice and ethics;2. Apply knowledge of corporate governance theories, regulation and the policy imperatives that underlie corporate governance regulation to assess and propose solutions for corporate governance problems;3. Communicate factual and legal issues in relation to corporate governance arrangements and problems.University Graduate Attributes
This course will provide students with an opportunity to develop the Graduate Attribute(s) specified below:
University Graduate Attribute Course Learning Outcome(s) Deep discipline knowledge
- informed and infused by cutting edge research, scaffolded throughout their program of studies
- acquired from personal interaction with research active educators, from year 1
- accredited or validated against national or international standards (for relevant programs)
1-3 Critical thinking and problem solving
- steeped in research methods and rigor
- based on empirical evidence and the scientific approach to knowledge development
- demonstrated through appropriate and relevant assessment
1-3 Teamwork and communication skills
- developed from, with, and via the SGDE
- honed through assessment and practice throughout the program of studies
- encouraged and valued in all aspects of learning
3 Career and leadership readiness
- technology savvy
- professional and, where relevant, fully accredited
- forward thinking and well informed
- tested and validated by work based experiences
1-3 Intercultural and ethical competency
- adept at operating in other cultures
- comfortable with different nationalities and social contexts
- able to determine and contribute to desirable social outcomes
- demonstrated by study abroad or with an understanding of indigenous knowledges
1-3 Self-awareness and emotional intelligence
- a capacity for self-reflection and a willingness to engage in self-appraisal
- open to objective and constructive feedback from supervisors and peers
- able to negotiate difficult social situations, defuse conflict and engage positively in purposeful debate
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Learning Resources
Required Resources
The following book is the prescribed text for this topic:
- Jean Jacques du Plessis, Anil Hargovan, Mirko Bagaric and Jason Harris, Principles of Contemporary Corporate Governance (3rd ed, Cambridge University Press, Melbourne, 2015)
Recommended Resources
- Francesco de Zwart, Enhancing Firm Sustainability Through Governance, The Relational Corporate Governance Approach, (Edward Elgar Publishing, Cheltenham, UK and Northampton, MA, USA, 2015)
- Christopher Symes & John Duns, Australian Insolvency Law, (3rd ed, LexisNexis, 2015)
- Micklethwait and Wooldridge, The Company: A Short History of a Revolutionary Idea (Modern Library, New York, 2003)
- Matt Peacock, Killer Company: James Hardie Exposed (ABC Books, Sydney, 2009)
- Gideon Haigh, Asbestos House (Scribe, Melbourne, 2006)
- Andrew Main, Other People's Money: The Complete Story of the Extraordinary Collapse of HIH, (rev ed, Harper Collins, Sydney, 2005)
- Caroline Overington, Kickback: Inside the Australian Wheat Board Scandal (Allen and Unwin, Crows Nest, NSW, 2007)
- John Farrar, Corporate Governance in Australia and New Zealand, (2nd ed, OUP, Melbourne, 2001)
- Elizabeth Boros and John Duns, Corporate Law (3rd ed, OUP, Melbourne, 2013)
- RP Austin and IM Ramsay, Ford’s Principles of Corporations Law (16th ed, LexisNexis, Chatswood, NSW, 2014)
- Paul Redmond, Companies and Securities Law: Commentary and Materials (6th ed, Lawbook Co, Sydney, 2013)
- Joan Loughrey, Corporate Lawyers and Corporate Governance (Cambridge University Press, Cambridge, 2011)
Online Learning
From time to time material for students will be posted to the course website:
Students are expected to check their student email and the course website regularly. -
Learning & Teaching Activities
Learning & Teaching Modes
The face-to-face teaching for this course is intensive, across four days within Semester 1. Teaching runs from 10 am to 5 pm on Friday and Saturday, with a break from 1-2pm for lunch. The dates are 18/19 March and 15/16 April.
The first of the two intensive sessions will be divided into four topics, each of which will start with a lecture introducing the relevant topic, and then students will move to concentrate on in-depth consideration of questions, including problem-solving, provided in advance. Students are expected to read the textbook and other materials and questions set prior to the session. The second of the two intensive sessions will be a mix of specific topics and student presentations on topics selected from the material discussed in the first intensive session, and preparation for the research paper.
Attendance at all four days is compulsory, due to the reliance on the first session for content for the student presentations which occur during the second session, and access to staff for assistance with the research paper.
Students are encouraged to contribute and ask questions during the teaching sessions as marks are awarded for participation.Workload
The information below is provided as a guide to assist students in engaging appropriately with the course requirements.
The University expects full-time students (ie those taking 12 units per semester) to devote a total of 156 hours to a 3-unit course.
To successfully pass your courses, you will need to allocate an appropriate time commitment to your study. In addition to the formal contact time required for each of your course you will need to allocate non-contact time. This includes taking time for activities including assessment tasks, reading, researching, note-taking, revision, writing and informal discussions with other studentsLearning Activities Summary
Day Session Topic DAY 1 Session 1 Corporate Governance: Scope and Objectives Session 2 Regulation of Corporate Governance DAY 2 Session 3 The Board Session 4 Types of Directors and Officers DAY 3 Session 5 Board committees Session 6 Student Presentations DAY 4 Session 7 Student Presentations Session 8 Review: Q and A -
Assessment
The University's policy on Assessment for Coursework Programs is based on the following four principles:
- Assessment must encourage and reinforce learning.
- Assessment must enable robust and fair judgements about student performance.
- Assessment practices must be fair and equitable to students and give them the opportunity to demonstrate what they have learned.
- Assessment must maintain academic standards.
Assessment Summary
The assessment in Corporate Governance will consist of three elements:
Assessment item % of final mark Due date Group or individual assessment Reedeem
ableLearning Objectives Class Participation 10% N/A Individual No 1-11 Class Presentation 10% Day 3 and 4 Individual No 1-11 Presentation paper (1000 words) 15% 14 April 2016 at 2 pm. Individual No 1-11 Research Paper
(5000 words)65% Thursday 12 May 2016 at 2pm Individual No 1-11 Assessment Related Requirements
You are expected to attend all classes. A failure to do so will adversely affect your participation mark. You are strongly encouraged to speak with your lecturer if you have any particular difficulties with regularly attending. Marks are awarded for class participation which includes attendance.
All items of assessment must be submitted. To pass this course students must receive an overall result of 50% or more.Assessment Detail
1. CLASS PARTICIPATION (10%)
We have allocated 10% of the total marks for this topic for class contribution. This is to reflect its importance in the teaching programme. The criteria by which participation will be judged are attendance (see 5.2 above), preparation, quality of contribution, and contribution to group process.
Preparation — involves planning and managing your time to read the assigned material for each class and making an effort to understand those materials and to respond to the questions raised.
Quality of contribution — means your ability to ask or answer questions in an informed way, to apply knowledge gained from your preparation to the issues raised in the classes, and to offer ideas or opinions which have been informed by your reading and participation. Page 6 of 10
Contribution to group process — refers to your interaction with others in the lectures, both students and teachers. It involves listening to others, responding appropriately, being constructive in your dealings with them, and assisting in their learning. It also reflects your willingness to participate to the best of your ability, and your level of interest and engagement in the class and the material.
2. CLASS PRESENTATION (10%) AND SUMMARY PAPER (15%)
Students will be asked to make a short presentation on a topic to be agreed with the course coordinator. A non-exhaustive list of possible topics will be included in the course materials. Each presentation should take 10 minutes, be based on thorough research and be accompanied by a brief paper (of no more than 1000 words) which must be submitted electronically by 14 April 2016 at 2 pm.
Presentations are worth 25% of the total mark for Corporate Governance. Assessment of presentations will consist of 2 components; a presentation mark awarded by the lecturer (10%), and a mark awarded for the summary paper on the topic (or equivalent) distributed to the class (15%).
Presentation - 10%
The presentation will be marked in accordance with the grade descriptors which are set out in this course profile. Legal and/or theoretical content, depth of analysis, quality of research and presentation skills will all be relevant to the assessment. Students are encouraged to discuss their presentation format with me in advance, and facilities can be made available for overheads, PowerPoint slides etc.
Assessment criteria for presentation
- development of logically compelling thesis
- level of insight and innovative thought
- depth of analysis and level of critical examination of the issues raised
- clarity of expression
- logical planning and sequence
- evidence of comprehensive research and consideration of the relevant literature
- demonstrated understanding of relevant legal materials
- demonstrated ability to critically evaluate and synthesize information and existing knowledge from a number of sources and experiences.
- correct application of relevant material
- overall presentation, including speed of delivery, clarity and any visual aids
Summary Paper - 15%
The summary paper accompanying your presentation will also be marked in accordance with the grade descriptors below. Legal and/or theoretical content, depth of analysis, quality of research and quality of written communication will all be relevant to the assessment. The paper may be in essay form or, if you wish, you can negotiate that the paper presented to the class be in a format other than essay form, for instance you may wish to create a pamphlet etc. The paper must be properly referenced (see below).
Assessment criteria for Summary Paper
- development of logically compelling thesis
- level of insight and innovative thought
- depth of analysis and level of critical examination of the issues raised
- clarity of expression
- logical planning and sequence
- evidence of comprehensive research and consideration of the relevant literature
- demonstrated understanding of relevant legal materials
- demonstrated ability to critically evaluate and synthesize information and existing knowledge from a number of sources and experiences.
- correct application of relevant material
- overall presentation, including use of correct grammar, spelling and punctuation
- use of resources in formulating the paper including proper acknowledgment and correct referencing.
Oral feedback on your presentation will be given on the day of your presentation. You will also receive written feedback on your presentation and handout within two weeks of the date of the presentation.
Presentation feedback and assessment form
Written feedback on your oral presentation will be given on the attached form.
3. RESEARCH PAPER (65%)
The final assessment element will be a research paper on a topic to be negotiated with the lecturer. A non-exhaustive list of possible topics will be included in the course materials. The topic of the research paper cannot be the same as the presentation. Students will have an opportunity to discuss their topic with the lecturer.
Each paper will have a strict word limit of 5000 words. The paper must be written in prose style, adhere to grammatical rules, and use correct spelling. The paper should be typed, using double-spacing, on one side only of A4 paper. Each paper must be clearly marked with the student’s 成人大片 student number. A word count should be included on the cover sheet. The cover sheet should be signed with each student certifying that the paper is his or her own original work.
Word Length: the word limit of 5000 words will be strictly enforced.
Due Date: Thursday 12 May 2016 at 2 pm
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Notes on Assessment- The quality of English expression is considered to be an integral part of the assessment process.
- Students must retain a copy of all assignments submitted.
- Extensions are only available in accordance with the Law School policy. The policy is available at
- Assessment marks prior to the final assessment will be displayed on the course website. Students are encouraged to check their marks and notify the lecturer-in-charge of any discrepancies.
- Style Guide The 成人大片 Law School has adopted the Australian Guide to Legal Citation, published by Melbourne University Law Review Association as the standard for all written submissions at the Law School. The Guide aims to provide a uniform standard of legal citation. The Guide is available online at or via the law library website at . Hard copies are also available at the Law Library and for purchase at Unibooks.
Submission
Students must retain a copy of all assignments submitted.
All assignments must be submitted to the Digital Dropbox on .
Markers can refuse to accept assignments which do not have a signed acknowledgement of the University’s policy on plagiarism (refer to policy on plagiarism).
A 5% penalty will be deducted for every day, or part thereof, an assignment is late.
A 5% penalty will also be deducted for assignments over the specified word limits. This penalty will be applied for every 100 words that the assignment is over the word limit. This means that the penalty will be imposed as soon as the assignment is one word over the limit, and then cumulatively at 100-word increments. Incorrectly declaring the word count of your assignment may result in a breach of the Academic Honesty and Assessment Obligations for Coursework Students policy. For more information seeCourse Grading
Grades for your performance in this course will be awarded in accordance with the following scheme:
M10 (Coursework Mark Scheme) Grade Mark Description FNS Fail No Submission F 1-49 Fail P 50-64 Pass C 65-74 Credit D 75-84 Distinction HD 85-100 High Distinction CN Continuing NFE No Formal Examination RP Result Pending Further details of the grades/results can be obtained from Examinations.
Grade Descriptors are available which provide a general guide to the standard of work that is expected at each grade level. More information at Assessment for Coursework Programs.
Final results for this course will be made available through .
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Student Feedback
The University places a high priority on approaches to learning and teaching that enhance the student experience. Feedback is sought from students in a variety of ways including on-going engagement with staff, the use of online discussion boards and the use of Student Experience of Learning and Teaching (SELT) surveys as well as GOS surveys and Program reviews.
SELTs are an important source of information to inform individual teaching practice, decisions about teaching duties, and course and program curriculum design. They enable the University to assess how effectively its learning environments and teaching practices facilitate student engagement and learning outcomes. Under the current SELT Policy (http://www.adelaide.edu.au/policies/101/) course SELTs are mandated and must be conducted at the conclusion of each term/semester/trimester for every course offering. Feedback on issues raised through course SELT surveys is made available to enrolled students through various resources (e.g. MyUni). In addition aggregated course SELT data is available.
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Student Support
- Academic Integrity for Students
- Academic Support with Maths
- Academic Support with writing and study skills
- Careers Services
- Library Services for Students
- LinkedIn Learning
- Student Life Counselling Support - Personal counselling for issues affecting study
- Students with a Disability - Alternative academic arrangements
The University Writing Centre provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the 成人大片.
Practical advice and strategies for students to master reading, writing, note-taking, time management, oral presentation skills, referencing techniques and exam preparation for success at university through seminars, workshops and individual consultations.
For more information please check out the Writing Centre website at http://www.adelaide.edu.au/writingcentre/
Lex Salus Program
Lex Salus was founded in 2013 by Adelaide Law School Wellbeing officers Ms Corinne Walding, Ms Kellie Toole and Dr Mark Giancaspro and . Lex Salus is an initiative of the Adelaide Law School aimed at raising law student awareness of the importance of mental, physical and nutritional health across all year levels of the degree, and of the various counselling, disability and equity services both within and outside the University that can provide help. Research shows that law students, both in Australia and in many jurisdictions around the world, experience the highest levels of stress, anxiety and depression out of any other discipline. Many do not get enough sleep, maintain a healthy diet or achieve a realistic work/life balance. Making matters worse, they are unwilling or afraid to speak up for fear of feeling 'weak' or because of the negative stigma that attaches to seeking help. Lex Salus is dedicated to tackling these problems head-on.
Counselling Service
The University Counselling Service provides a free and confidential service to all enrolled students. We encourage you to contact the Counselling service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life. More information is available at /counselling_centre/. -
Policies & Guidelines
This section contains links to relevant assessment-related policies and guidelines - all university policies.
- Academic Credit Arrangements Policy
- Academic Integrity Policy
- Academic Progress by Coursework Students Policy
- Assessment for Coursework Programs Policy
- Copyright Compliance Policy
- Coursework Academic Programs Policy
- Intellectual Property Policy
- IT Acceptable Use and Security Policy
- Modified Arrangements for Coursework Assessment Policy
- Reasonable Adjustments to Learning, Teaching & Assessment for Students with a Disability Policy
- Student Experience of Learning and Teaching Policy
- Student Grievance Resolution Process
Plagiarism and other forms of cheating
Plagiarism is a serious act of academic misconduct. All students must be familiar with the Adelaide Law School Enrolment Guide, and should note in particular the sections relating to plagiarism, grievance procedures and academic conduct within the Law School and the University.
Plagiarism is a serious matter and is treated as such by the Law School and the University. Please be aware that “academic dishonesty” (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia to refuse to admit a person to practice as a legal practitioner in South Australia.
Academic honesty is an essential aspect of ethical and honest behaviour, which is central to the practice of the law and an understanding of what it is to be a lawyer. -
Fraud Awareness
Students are reminded that in order to maintain the academic integrity of all programs and courses, the university has a zero-tolerance approach to students offering money or significant value goods or services to any staff member who is involved in their teaching or assessment. Students offering lecturers or tutors or professional staff anything more than a small token of appreciation is totally unacceptable, in any circumstances. Staff members are obliged to report all such incidents to their supervisor/manager, who will refer them for action under the university's student鈥檚 disciplinary procedures.
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