成人大片

Course Coordinators/Lecturers:
Dr Francesco de Zwart (Lecturer)

Location:
Adelaide Law School
Ligertwood Building, North Terrace,
Room 213

Telephone: 83138304
Email: francesco.dezwart@adelaide.edu.au

Course Website:

On successful completion of this course students will be able to:

1.  Identify, critically analyse and apply the principal ‘law and economics’ theories and models of the firm relating to the separation of ownership from management and the role of corporate governance including:

·  How the pre-eminent models balance the interests of ‘insiders’ and ‘outsiders’ to the corporation
·  The ‘nexus of contracts’, agency costs and the Shareholder Model
·  The shareholder wealth-maximisation principle
·  The shareholder primacy model of corporate governance
·  The stakeholder model of corporate governance and
·  The director primacy model of corporate governance

2.  Identify, critically analyse and apply how these theories and models were undermined in the case of corporate collapses like Enron and Hastie including:

·  The structural features of the Enron and Hastie corporate collapses in pre- and post-GFC times and how they operated at the relevant time and
·  The lessons they provide for regulators, policy-makers, law reformers and corporate actors and their advisors relating to the long-term survival or sustainability of the corporation

3.  Identify and be able to critically analyse the regulation of corporate governance through the ‘soft’ law mechanism of international/cross-border Governance Codes and schemes of practice including:

·  The Governance Variables which have developed over time and across sectors (international/cross-border and national) to form the central planks of Governance Codes and schemes

4.  Identify, critically analyse and apply how individual Governance Variables operate in the real world to enhance or reduce the effects of corporate actors such as the board, individual directors, the CEO and management on shareholder wealth measures such as firm value/share price, firm operating performance/profit and the probability of earnings manipulation including:

· The effectiveness of individual corporate Governance Variables in affecting the long-term efficiency and sustainability of the corporation
· The factors that intervene to reduce the operation and effectiveness of these corporate Governance Variables and
· The relative importance of individual corporate Governance Variables inter se in reducing (or increasing) agency costs and enhancing (or reducing) the long-term efficiency and sustainability of the for-profit firm

5.  Apply knowledge of the above corporate governance theories, corporate collapses, Governance Code regulation and behaviour of individual Governance Variables that underlie corporate governance regulation to assess and propose solutions for corporate governance problems.

6.  Communicate factual, structural, economic and legal issues in relation to corporate governance arrangements and problems.

Required Resources

Students are required to purchase the following:

·  Francesco de Zwart, Enhancing Firm Sustainability Through Governance, The Relational Corporate Governance Approach, (Edward Elgar Publishing, Cheltenham, UK and Northampton, MA, USA, 2015)

·  Link to the Book on Edward Elgar Publishing website:

·  Electronic version of the Book on Elgaronline:


Any further information and materials for students will be posted on MyUni.

Recommended Resources

• Jean Jacques du Plessis, Anil Hargovan, Mirko Bagaric and Jason Harris, Principles of Contemporary Corporate Governance (3rd ed, Cambridge University Press, Melbourne, 2015)
• Phillip Lipton, Abe Herzberg and Michelle Welsh, Understanding Company Law, 17th edition, Thomson Reuters, 2014
• 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)

Teaching and Learning Modes

Learning and Teaching Activities amounting to 24 hours (across lecture, seminar and structured learning activity formats) will be offered to students in this course.

Pedagogical approach, learning and teaching approach, including e-learning and blended learning, use of technology to enhance learning

Days 1 and 2

A mix of teaching (by lecture), group exercises and problem-solving in the course is primarily directed to giving students

·  subject area information, fields of enquiry and current issues
·  an introduction to the principal regulatory instruments and
·  analytical skills.

in each case for preparing students for the 4 assessment tasks:

·  in-class participation in discussion, group-work exercises and problem-solving
·  summary paper (1,000 words)
·  presentation on summary paper topic (10 minutes)
·  research-paper of 5,000 words.

The first two-day intensive sessions will be divided into 5 topics as shown below, 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 in group-work and exercises
including problem-solving. 

The first topic on Day 1 begins with an examination of the challenges of corporate governance including:

1.  An introduction of the separation of ownership from management and the role of corporate governance
2.  Separation of ownership,‘nexus of contracts’, agency costs and the shareholder primacy model
3.  ‘Core’ areas of corporate governance and corporate failures and
4.  The four ‘Key Fields’ of the Relational Corporate Governance Approach

The second topic on Day 1 introduces students to the framework of the Relational Corporate Governance Approach including:

1.  Overview of the firm-specific (micro) and macro-economic benefits of ‘good’ corporate governance
2.  The components of the Relational Corporate Governance Approach
3.  Introduction to the Governance Variables
4.  Introduction to thGovernance Factors
5.  Interrelationships between the Governance Factors and
6.  Operational measures of the Relational Approach – governance variable ‘coverage’ and ‘relational proximity rating’ 

Day 2 examines three out of the four Key Fields of the Relational Approach:

1.  Key Field No. 1 - The Application of the Principal theories of the firm to the Relational Approach.

2.  Key Field No. 2 – Case studies of the Enron and Hastie Corporate Collapses.

3.  Key  Field No. 3 – Comparative corporate governance codes of the major cross-border/international and national sectors of the US, UK and Australia.

The overall aim of Days 1 and 2 is to introduce the Relational Corporate Governance Approach and its components as an analytical tool for analysing a complex system which is regulated in what would otherwise appear as a number of different and separate areas and instruments.  These include ‘hard’ law legislation, ‘soft’ law governance codes, case studies of corporate collapses and empirical studies of the effectiveness of Governance Variables.

Students are expected to read the textbook and other materials set prior to the sessions.

Days 3 and 4

The second of the two-day intensive sessions will be a mix of, to open Day 3, the first-two of four parts examining the Empirical Studies Key Field No. 4:

1.  Empirical  Studies Key Field No. 4 – Part 1 – National shareholder protection scheme and Board Factors I and

2.  Empirical Studies Key Field No. 4 – Part 2 – Board Factors 2 and other firm-specific variables.

In the final session of Day 3, session 8 will include a skills session on the steps for legal researching to prepare students for the  main research-paper including:

1.  possible areas for research topics
2.  research essay guidelines and suggestions
3.  rubric for assessment and
4.  access to staff for assistance with the main research-paper.

The focus of the steps for legal research will be to emphasise identification of issues and critical analysis beyond mere
descriptiveness.

Day 4 commences with the student presentations (which are assessable) in sessions 9-11. 

Then, in session 12, a lecture topic continues the on-going approach of the Course of describing the components comprising the Key Fields of the Relational Approach - Empirical Studies Key Field No. 4 – Part 3 – Board and audit committee factors and earnings manipulation.

Day 4 completes the review of the Key Fields of the Relational Approach with Empirical Studies Key Field No. 4 - an introduction to the controversial area of board, CEO and executive compensation in sessions 13-14 and then summarises the Relational Approach in session 15.

Attendance at all four days is compulsory, including the session for legal researching, for content and approach for the main research-paper.

Then, at the end of Day 4, there is a review session during session 16 of Q & As for again preparing the students for the principal assessment task of the main research-paper.  Again, there is access to staff for discussing the students’ ideas and approaches to the main research-paper.

Students are encouraged to contribute and ask questions during the teaching sessions as marks are awarded for participation.

Workload

Details of workload expectations – e.g. required attendance at lectures and tutorials, self-directed study and inquiry, collaborating with group for projects, time spent on specific online activities, time spent preparing assignments or preparing for exams, quizzes, tutorials, presentations, etc

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.

Contact time:

The face-to-face teaching structure in the Course takes a variety of forms spread across 4 days of Semester 2 of 2018 with intensive teaching split into blocks of 2 x 2 days which run from 9.00 am – 5.00pm with a break from 12.00midday – 1.00pm for lunch.  The dates are:

Semester 2 2018 Week 4
9.00am - 5.00pm Friday 17 August
9.00am - 5.00pm Saturday 18 August

Semester 2 2018 Mid-Semester Break for Students
9.00am - 5.00pm Friday 21 September
9.00am - 5.00pm Saturday 22 September

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 courses, 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 students.

Learning Activities Summary

As noted above, the face-to-face teaching structure in the Course takes a variety of forms spread across 4 days of Semester 2  with intensive teaching split into blocks of 2 x 2 days which run from 9.00 am – 5.00pm with a break from 12.00 midday – 1.00pm for lunch.

Day	Session	Topic	Description
1	1	The Challenge of Corporate Governance including:	An introduction of the separation of ownership from management and the role of corporate governance Separation of ownership, ‘nexus of contracts’, agency costs and the shareholder primacy model ‘Core’ areas of corporate governance and corporate failures The ‘Key Fields’ of the Relational Corporate Governance Approach
	2	Introduction to the framework of the Relational Corporate Governance Approach including:	Overview of the firm-specific (micro) and macro-economic benefits of ‘good’ corporate governance The components of the Relational Corporate Governance Approach Introduction to the Governance Variables Introduction to the Governance Factors Interrelationships between the Governance Factors Operational measures of the Relational Approach – governance variable ‘coverage’ and ‘relational proximity rating’
2	3	Key Field No. 1 - The Application of the Principal theories of the firm
	4	Key Field No. 2 – Case studies of the Enron and Hastie Corporate Collapses
	5	Key Field No. 3 – Comparative corporate governance codes of the major cross-border/international and national sectors of the US, UK and Australia
3	6	Empirical Studies Key Field No. 4 – Part 1 – National shareholder protection scheme and Board factors I including:	Firm-specific effects of ‘good’ corporate governance – firm value and operating performance ‘overall’ governance structure and the level and strength of the national shareholder protection regime Board Factors I – ‘independence’, the proportion of non-executive/independent directors and the effects of equity ownership
	7	Empirical Studies Key Field No. 4 – Part 2 – Board Factors 2 and other firm-specific variables including:	Board size and outside board positions Anti-takeover mechanisms and the market for corporate control – whole board and staggered board elections Audit sub-committee – presence, independence and expertise ‘Block’ and institutional shareholdings Division in the CEO/Chairperson roles
	8	Steps for Legal Researching including:	Possible areas for research topics Research essay guidelines and suggestions Rubric for assessment
4	9	Student Presentations Part 1
	10	Student Presentations Part 2
	11	Student Presentations Part 3
	12	Empirical Studies Key Field No. 4 – Part 3 – Board and audit committee factors and earnings manipulation including:	Principal aim of reporting – to reduce information asymmetry and agency risk Transparency and the ‘trade-off’ effect on the quality of board and market monitoring
	13-14	Empirical Studies Key Field No. 4 – Part 4 – ‘Good’ corporate governance and director, CEO and management compensation
	15	Summary of the Relational Approach conclusions including:	the new definition of corporate governance known as the Three Relational Axes of Good Governance Creation of a simulated corporate governance environment which represents the ‘real world’ sphere of corporate governance.  These are the four Key Fields introduced above; Identify, describe and map diagrammatically the interrelationships, themes and tensions underpinning these four Key Fields.  These are the eight Governance Factors and the Interrelationship Schemes which are combined to create a relational effect path for each Governance Variable; Create a comparative table or scheme system upon which to compare across sectors and over time the Governance Variables utilised in the major US, UK, Australian and international/cross-border for-profit corporate Governance Codes or schemes; As an over-arching aim, to propose an approach or tool for regulators, policy-makers, law reformers and corporate actors to predict, measure and enhance the relative importance of Governance Variables inter se in reducing (or increasing) agency costs and enhancing (or reducing) the long-term efficiency and sustainability of the for-profit firm.
	16	Review: Q & A Session

None.

Not applicable.

#	Assessment Task	Task Type	Weighting	Length	Due	Redeemable	Learning Outcome
1	Class Participation	Individual	10%	In-class Time	Days 1 - 4	No	1, 2, 3
2	Class Presentation	Individual	10%	10 Minutes	Day 4 9.00am -5.00pm Saturday 22 September	No	4, 5, 6
3	Summary Paper (on same topic as Presentation)	Individual	15%	1,000 words	Prior to Day 4 - 9.00am-5.00pm Saturday 22 September	No	4, 5
4	Research Paper	Individual	65%	5,000 words	5.00pm Monday 22 October	No	4, 5, 6

Assessment Detail

[Provide details for assessment – nature of questions being asked, assessment instruments to be used, critical
aspects that students must address to pass – a paragraph for each assessment task will generally be sufficient]

All assessment tasks are COMPULSORY.   

All assessment tasks are NOT REDEEMABLE.

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.

1.  CLASS PARTICIPATION (10%)

The Course has allocated 10% of the total marks of the Course for class contribution. As most of the reading and in-class material will be research-based from a scholarly/research monograph which has been published, this is to reflect the importance of class participation in the teaching and research programme. Much of the research-based material to be presented is a spring-board for the student's own research activities in the Course.  The criteria by which participation will be judged are attendance, preparation, quality of contribution, and contribution to group process.

Preparation — involves planning and managing the student's 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 the student's ability to ask or answer questions in an informed way, to apply knowledge gained from the student's preparation to the issues raised in the classes, and to offer ideas or opinions which have been informed by their reading and participation.

Contribution to group process — refers to the student's interaction with others in the lectures, both students and teachers. It
involves listening to others, responding appropriately, being constructive in the student's dealings with them, and assisting in their learning. It also reflects the student's willingness to participate to the best of their ability, and their level of interest and engagement in the class and the material.

2. CLASS PRESENTATION (10%) AND

3.  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 prior to Day 4, Saturday 22 September.

Presentations are worth 25% of the total mark for the Course.  Assessment of presentations will consist of 2 components:
a Presentation mark awarded by the Course Coordinator (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 the Course Outline. 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 the Course Coordinator 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 the student's Presentation will also be marked in accordance with the grade descriptors in the Course Outline. 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 a student wishes, the student can negotiate that the paper presented to the class be in a format other than essay form, for instance the student 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.

Feedback

Oral feedback on the student's Presentation will be given by the Course Coordinator on the day of the Presentation. The student will also receive written feedback on their Presentation and handout within two weeks of the date of the Presentation.

Presentation Feedback and Assessment Form

Written feedback on the student's oral Presentation will be given on a specific form which has the following assessment criteria:

-  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 the relevant legal materials
-  demonstrated ability to critically evaluate and syntheisise 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 

4. RESEARCH PAPER (65%)

The final assessment element will be a Research Paper on a topic to be negotiated with the Course Coordinator. 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 anopportunity to discuss their topic with the Course Coordinator.

Each Research Paper will have a strict word limit of 5,000 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 5,000 words will be strictly enforced.

Due Date: 5.00pm Monday 22 October

Notes on Assessment

1.  The quality of English expression is considered to be an integral part of the assessment process.
2.  Students must retain a copy of all assignments submitted.
3.  Extensions are only available in accordance with the Law School policy. The policy is available at
4.  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.
5.  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.

Submission

Standard Adelaide Law School submission requirements apply. Specific information will be provided in the assessment instructions for each item of assessment.

1.  Students must retain a copy of all assignments submitted.

2.  All assignments must be submitted online via MyUni.

3.  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).

4.  A 5% penalty will be deducted for every day, or part thereof, an assignment is late.

5.  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 see

Courses for which a result of conceded pass has been obtained may not be presented towards the degree requirements for the Bachelor of Laws or the Honours Degree of Bachelor of Laws programs, or any postgraduate law program, nor to satisfy prerequisite requirements within any law course.

Finality of Assessment Grades

Students are advised that Course Coordinators will not enter into negotiations of any kind with any student regarding changes to their grades. It is irrelevant, in any given circumstance, that only a minimal number of additional marks are required to inflate a student’s grade for any individual assessment item or course as a whole. Pursuant to the University’s Assessment for Coursework Programs Policyand the Adelaide Law School Assessment Policies and Procedures, grades may only be varied through the appropriate channels for academic review (such as an official re-mark).

Moderation

In accordance with the University’s Assessment for Coursework Programs Policy, course coordinators ‘ensure that appropriate marking guidelines and cross-marking moderation processes across markers are in place’ in each course. Procedures adopted by Adelaide Law School to ensure consistency of marking in courses with multiple markers include:

• assurance of the qualifications of markers, and their knowledge of the content covered in each course;
• detailed marking guidelines and assessment rubrics to assist in the marking of items of assessment;
• sharing of example marked assessments at various grade bands across markers;
• reviewing of selected marked assessments from each marker by the course coordinator;
• comparison of the marks and their distribution across markers;
• automatic double-marking of all interim assessment receiving a fail grade, and of final assessments where a student’s overall result is a fail grade;
• the availability of re-marking of assessments in accordance with Adelaide Law School’s Assessment Policies and Procedures.

Approval of Results by Board of Examiners

Students are reminded that all assessment results are subject to approval (and possible moderation/change) by the Law School’s Board of Examiners. Assessment results at the University are not scaled. Under the Assessment for Coursework Programs Policy, students are assessed ‘by reference to their performance against pre-determined criteria and standards … and not by ranking against the performance of the student cohort in the course’. However, under that same policy, the Board of Examiners (as the relevant Assessment Review Committee for courses at Adelaide Law School) is required to ‘ensure comparability of standards and consistency’ in assessment. On occasions, the Board of Examiners will form the view that some moderation is required to ensure the comparability of standards and consistency across courses and years, and accordingly provide fairness to all law students. All assessment results are therefore subject to approval (and possible change) until confirmed by the Board of Examiners and posted on Access Adelaide at the end of each semester.

The provides academic learning and language development services and resources for local, international, undergraduate and postgraduate coursework students enrolled at the 成人大片.

The centre offers 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.

Lex Salus Program

Lex Salus (law and wellbeing) is an initiative of the Adelaide Law School aimed at destigmatising mental health issues; promoting physical, mental and emotional wellness; building a strong community of staff and students; and celebrating diversity within the school. It also seeks to promote wellness within the legal profession, through the involvement of the Chief Justice of the Supreme Court of South Australia, the Honourable Chris Kourakis, as the official Patron of the program.

Students can participate in the Lex Salus program by attending barbecue lunches, pancake breakfasts, knitting and crochet circles, seminars, guest speakers, conferences and other activities. Our , and regular all-student emails promote upcoming events, and have tips and information on wellness.

Our Lex Salus YouTube channel also includes videos on topics like managing stress, and interviews with LGBTQ lawyers and their supporters which celebrate diversity and individuality. Students who commit to 10 hours of volunteering with Lex Salus in one year can have their service recognised on their academic transcript and through a thank you morning tea with the Chief Justice and law school staff.

Student Life Counselling Support

The University’s service provides free and confidential service to all enrolled students. We encourage you to contact the Student Life Counselling Support service on 8313 5663 to make an appointment to deal with any issues that may be affecting your study and life.

Academic Honesty

Academic dishonesty is a serious act of academic misconduct. All students must be familiar with the University’s Academic Honesty Policy.

Academic dishonesty is a serious matter and is treated as such by the Law School and the University. Academic dishonesty (which goes beyond plagiarism) can be a ground for a refusal by the Supreme Court of South Australia 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.