A. Governance and responsibility
- Scope of governance
- Meaning of corporate governance
- Issues raised by the development of the joint stock company
- Purposes and objectives of corporate governance in the public and private sectors
- Context of corporate governance in the public and private sectors
- Major areas of organizational life affected by issues in corporate governance
- Public , private and non-governmental organisations sectors with regard to the issues raised by governance
- Roles, Interests and claims of the internal parties involved in corporate governance
- Roles, Interests and claims of, the external parties involved in corporate governance
- Role and influence of institutional investors in corporate governance systems and structures
2. Agency relationships and theories
- Agency theory
- Key concepts in agency theory
- Nature of the principal-agent relationship in the context of the corporate governance
- Nature of agency accountability in agency relationships
- Other theories used to explain aspects of the agency relationship
3. The board of directors
- Role and responsibilities of board of directors
- Cases for and against , unitary and two-tier board structures
- Characteristics, board composition and types of, directors
- Purposes, roles and responsibilities of non executive directors
- General principles of legal and regulatory frameworks within which directors operate on corporate boards
- Roles of chief executive officer and company chairman
- Importance and execution of, induction and continuing professional development of directors on board of directors
- Frameworks for assessing the performance of boards and individual directors (including NEDs) on boards
- Meaning of diversity and issues of diversity on boards of directors
4. Board committees
- Importance , roles and accountabilities of board committees in corporate governance
- Role and purpose of the committees in effective corporate governance
5. Directors remuneration
- General principles of remuneration
- Effect of various components of remuneration packages on directors’ behavior
- Legal, ethical, competitive and regulatory issued associated with directors; remuneration.
6. Different approaches to corporate governance
- Essentials of ”rules” and “principles” based approaches to corporate governance
- Different models of business ownership that influence different government regimes
- Reasons behind the development and use of codes of practice in corporate governance
- Development of corporate governance codes in principles-based jurisdictions
- Sarbanes-Oxley Act (2002) as an example of a rules-based approach to corporate governance
- Objectives, content and limitations of, corporate governance codes intended to apply to multiple national jurisdictions
7. Corporate governance and corporate social responsibility
- Social responsibility in the context of corporate governance
- Concept of stakeholder power and interest using the Mendelow model
- Issues of “ownership” “property” and the responsibilities of ownership in the context of shareholding
- Concept of the organization as a corporate citizen of society with rights and responsibilities
8. Governance: reporting and disclosure
- General principles of disclosure and communication with shareholders
- Best practice: corporate governance disclosure requirements
- Mandatory and voluntary disclosure of corporate information in the normal reporting cycle
- Nature of a, and reasons and motivations for, voluntary disclosure in principles-base reporting environment
- Purposes of the annual general meeting and extraordinary general meetings for information exchange between board and shareholders
9. Public sector governance
- Public sector, private sector, charitable status and non governmental forms of organization
- Different types of public sector organizations at subnational, national and supranational level
- Strategic objectives, leadership and governance arrangements specific to public sector organisations
- Nature of democratic control, political influence and policy implementation in public sector organisations
- Public sector organisations to meet the economy effectiveness, efficiency criteria and promote public value
B. Internal control and review
1. Management control systems in corporate governance
- Internal management control
- Importance of internal control and risk management in corporate governance
- Objectives of internal control systems and ways to help prevent fraud and error
- Corporate governance and executive management roles in risk management
- Importance of the elements or components of internal control systems
2. Internal control, audit and compliance in corporate governance
- Function and importance of internal audit
- Importance of, auditor independence in all client-auditor situations
- Nature and sources of risks to, auditor independence
- Importance of compliance and the role of internal audit function in internal control
- Work of the internal audit committee in overseeing the internal audit function
- Importance and characteristics of, the audit committee’s relationships with external auditors
3. Internal control and reporting
- Need to report on internal controls to shareholders
- Content of a report on internal control and audit
- Ways internal controls underpin and provide information for accurate financial reporting
4. Management information in audit and internal control
- Need for adequate information flows to management for the purposed of the management of internal control and risk
- Qualities and characteristics of information required in internal control and risk management and monitoring
C. Identifying and assessing risk
1. Risk and the risk management process
- Risk in the context of corporate governance
- Management responsibilities in risk management
- Dynamic nature of risk assessment
- Importance and nature of management responses to changing risk assessments
- Risk appetite and ways this affects risk policy
2. Categories of risk
- Strategic and Operational risks
- Sources and impacts of common business risks
- Nature and importance of business and financial risks
3. Identification, assessment and measurement of risk
- Impact upon the stakeholders invlolved in business risk
- Concepts of assessing the severity and probability of risk events
- Framework for board level consideration of risk
- Process of, and importance of, externally reporting on internal control and risk
- Sources and importance of accurate information for risk management
- ALARP principle in risk assessment ways this relate to severity and probability
- Difficulties of risk perception including the concepts of objective and subjective risk perception
- Concepts of related and correlated risk factors
D. Controlling risk
1. Targeting and monitoring risk
- Role of a risk manager in identifying and monitoring task
- Role of risk committee in identifying and monitoring risk
- Role of internal or external risk auditing in monitoring risk
2. Methods of controlling and reducing risk
- Importance of risk awareness at all levels in an organization
- Concept of embedding risk in an organization’s systems and procedures
- Concept of embedding risk in an organizations’ culture and values
- Concepts of spreading and diversifying risk
- Way business organist ions use policies and techniques to mitigate various types of business and financial risks
3. Risk avoidance, retention and modeling
- Importance of risk transference, avoidance, reduction and acceptance
- Different attitudes to risk and how these can affect strategy
- Necessity of incurring risk as part of a competitively managing a business organization
- Attitudes towards risk and the ways in which risk varies in relation to size, structure and development of an organization