University of Wales The Turning Point

MAF2 – Corporate Governance

Subject Outline
The Turning Point
August 2008

Credit Points: 10
Lecturer: Raymon Krishnan
Email: raymon@logis.com.sg

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Table of Contents
Section 1: General Information................................................................................3
1.1 Lecture Time & Location............................................................................3
1.2 Brief Outline..............................................................................................3
1.3 Aims...........................................................................................................4
1.4 Learning Outcomes...................................................................................4
1.5 Attendance................................................................................................4
1.6 Required Texts & Readings.......................................................................4
1.7 Supplementary Reading............................................................................5
Recommended Journals.......................................................................................................5
1.8 Course Schedule........................................................................................6
1.9 Web References........................................................................................7
1.10 Policies on Educational Issues and Student matters...............................7
1.11 Assessments............................................................................................7
1.12 Submission Dates....................................................................................8
Section 2: Assessment.............................................................................................9
2.1 Grades Awarded........................................................................................9
2.2 Satisfactory Completion Requirements of this Subject............................10
2.3 Assessment Weight.................................................................................10
2.4 Assessments............................................................................................10
Assignment Guidelines......................................................................................................10
2.5 Examination Information.........................................................................11
2.6 Google Groups..........................................................................................12
2.7 Assignment Submission............................................................................17
Section 3: Citation & Plagiarism.............................................................................22

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SECTION 1: GENERAL INFORMATION

1.1 Lecture Time & Location

This subject will be taught over 2 weekends, plus have scheduled weekend
meetings to assist with project research and discussion.

Saturday 23rd August 2008 1000 – 1800 hrs

Friday 19th September 2008 1900 – 2200 hrs

th
Saturday 20 September 2008 1400 – 1800 hrs
Sunday 21st September 2008 0900 – 1800 hrs

Saturday 31st October 2008 1400 – 1700 hrs EXAMINATION

1.2 Brief Outline

This subject looks at the characteristics and features of the Corporate Governance
Systems and the legal rules which affect the governance system, with an aim of
developing an understanding of the world-wide implications of how corporate
governance system influences business organisations. Students will be asked to
compare and contrast different countries’ jurisdiction on the formation of board
structures, roles of chairman and non-executives in particular independent non-
executive directors. Within this context, students will study how laws, rules and
regulations play their role in codifying corporate governance practices.

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1.3 Aims

This module aims:

1. To study characteristics and features of the Corporate Governance Systems and

the legal rules which affect the governance system.
2. To develop and apply an understanding of national corporate governance systems
and how they influence international business organisations.
3. To compare and contrast different countries’ jurisdiction on the formation of board
structures, roles of chairman and non-executives in particular independent non-
executive directors.
4. To study and understand how laws, rules and regulations play their role in
codifying corporate governance practices.

1.4 Learning Outcomes

On successfully completing the subject participants should be able to:

1. Explain the corporate governance framework in Singapore and be able to compare

with other jurisdictions like Malaysia, United Kingdom, and Hong Kong
2. Recognise the history behind governance, its relationship to stock ownership and
some key national models of corporate governance
3. Establish a corporate governance model for own company or industry
4. Apply corporate governance standards and measurements
5. Know and explain the workings of the SGX Listing Requirements and the
implications for corporate visibility
6. Explain the workings of company law and other laws affecting business, and be
able to analyse organisations with respect to compliance to these laws

1.5 Attendance
Attendance is strongly recommended in order for students to be able to
satisfactorily attempt the final examination. Students are required to sign in their
attendance for every lecture attended.

1.6 Required Texts & Readings

Corporate Governance, 4th Edition
(2007) Robert A.G. Monks and Nell Minow
Wiley & Sons

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1.7 Supplementary Reading
• Tan L. H., Tan C. H. & Long H. C.
Corporate Governance of Listed
Companies in Singapore
Sweet & Maxwell Asia
2006
• Low, C.K., Anandarajah, K., Baxt,
B., Bradley, M.
Corporate Governance, An Asia-
Pacific Critique
Sweet & Maxell Asia
2002
• Salmon, W.J., Lorsch J.W.,
Donaldson, G., Pound, J.
Harvard Business Review on
Corporate Governance
Harvard Business School Press.
2000
• Tricker, B.
Essential Director
Profile Books
2003
• Kim, K.A., Nofsinger, J.R.
Corporate Governance, 2nd ed.
Prentice Hall
2006
• Bain, N. and Band, D.,
Winning Ways through Corporate
Governance,
Palgrave Macmillan.
1996
• Blair, M.M.,
Ownership and Control:
Rethinking Corporate Governance
for the Twenty-First Century
Brookings Institution Press
1995
• Bradley, N.,
Corporate governance – a risk
worth measuring, Company
Secretary, March, Vol. 11, No. 3,
Sweet & Maxwell, pp.16-19
2001
• Harper Collins
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• Brancato, C.K.,
Corporate Governance: Global
Trends Examined from an Asian
Perspective,
New York, The Conference Board
2000
• Cadbury, Sir Adrian (Chairman)
Report of the Committee on the
Financial Aspects of Corporate
Governance,
Gee Publishing.
1999
• Donaldson, L and Davis, J H
'Stewardship theory or agency
theory - CEO governance and
shareholder returns',
Australian Journal of Management.
Vol. 16, No. 1.
1992
• Greenbury, Sir Richard
Greenbury Report
Confederation of British Industry
1995
• Hampel, Sir Ronald
Committee on Corporate
Governance – Final Report
Management Accounting (UK)
May, 1998
• Lo, B.T.,
Improving corporate governance:
lessons from European community
Global Legal Studies Journal, 11,
11 May
2001
• Mintzberg, H
'Who should control the
corporation?',
California Management Review,
Vol. XXVII, Fall
1984
• Monks, R. and Minow, N,
Power and Accountability,
1992
• Tricker, R.I.,
International Corporate
Governance,
Prentice Hall.
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1995

Recommended Journals
Asia Pacific Journal of Management
International Journal of Disclosure and Governance
[http://www.palgrave-journals.com/jdg/index.html]
Journal of Financial Economics
The International Journal of Effective Board Performance
Business Week Online
[Corporate Governance Special Report
http://www.businessweek.com/magazine/toc/02_18/B3781govern.ht
m]
Governance Magazine [http://www.governance.co.uk]
Corporate Board Member Magazine [http://www.boardmember.com]
SMU Corporate Governance Sites Listing
[http://www.research.smu.edu.sg/faculty/cgic/links.htm]
Textbook Website
[http://www.blackwellpublishing.com/monks/links.asp]

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1.8 Course Schedule

The following schedule covers materials to be addressed over the weekend
sessions.

Students are advised that they should seek to cover as much of the material as
possible prior to attending each of the weekends.

Weekend Dates Indicative Content

1 23rd September 2008 Ch. 1: What is a Corporation?
Ch. 2: Shareholders: Ownership

2 19th September 2008 Ch. 3: Directors: Monitoring

Ch. 4: Management: Performance
20th September 2008 Ch. 5: International Corporate Governance

21st September 2008 Ch. 6: Case Studies: Corporations in Crisis

Please ensure that you read the respective chapters before coming to class.

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1.9 Web References

It is expected that students will make good use of the online materials
that are now available from a myriad of organisations on the world-
wide-web. The following are a list of predominant organisations whose
web sites will provide material most a appropriate to this module.

Http://www.wales.ac.uk/ University of Wales

http://www.economist.com/ The Economist
http://www.forbes.com/ Forbes
http://www.forbes.com/home_asia/ Forbes Asia
http://www.agsm.edu.au/~eajm/ Australian Journal of Management
http://www.spea.indiana.edu/ids/SBE.html Small Business Economics
http://www.businessweek.com/ Business Week

1.10 Policies on Educational Issues and Student matters

Please refer to the student handbook available from the University of
Wales Website.

1.11 Assessments
All assignments are expected to be the original work of students. Each
assignment should give details of references used and all quotations
should be clearly attributed to their source. Although group
preparation is encouraged it should be noted that collusion and
plagiarism will not be tolerated and will be subjected to severe
penalties.

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1.12 Submission Dates

Assignments should be submitted to the office and not directly to the

lecturer. A completed Assignment Submission Cover (see attached)
should accompany each assignment. The centre will set deadlines for
submission of assignments and students must adhere to this deadline.
Assignments received one week after the deadline will be marked
“Late submission” and 5% of marks apportioned to the assignment
will be deducted. Assignments submitted later than a week after the
deadline will be deemed as a fail. Submission of assignments is
compulsory: you cannot pass a module unless you have completed
the assignments.

Submission of an assignment is considered to be final. A student is not

entitled to revise an unsatisfactory assignment and may only re-
submit an assignment when the Examination Board gives permission
to do so. The assignment mark provides part of the composite subject
mark upon which the award of MBA is based and the submission of
assignments should be treated as part of the final assessment and as
a formal process.

All assignments are to be submitted electronically via the turnitin

website. Assignments are not to be submitted to individual lecturers.

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SECTION 2: ASSESSMENT

2.1 Grades Awarded

The approved grades of performance and associated ranges of marks this subject
is:

A Grade: To be awarded a Grade A you must provide evidence of wide reading of

relevant literature, exercising discernment in the selection of appropriate
quotations and evidence to support your work. The use of appropriate models and
concepts should be accurate and demonstrate depth of understanding and
creative application to the subject companies. Your work should be logical and
coherent, presented in an interesting and accessible style. By definition A Grade
work is of an “exceptional” standard.

B Grade: To be awarded a Grade B you must provide evidence of wide reading of

relevant literature, selecting appropriate quotations and evidence to support your
work. The use of appropriate models and concepts should be accurate and
demonstrate understanding and application to the subject companies. Your work
should be logical and presented in an interesting and accessible style. Work in the
G Grades can be generally defined as very good.

C Grade: To be awarded a Grade C you must demonstrate that you have

undertaken a review of relevant literature and that you have used the information
to illustrate your answer. You should clearly demonstrate your ability to apply the
key theories and concepts to the given circumstances. Your work should be
logical, correctly referenced and convincing. Work in the C range can generally be
described as average.

D Grade: To be awarded a Grade D you must demonstrate that you have

undertaken a review of relevant literature. You should attempt to apply relevant
models and concepts to the given circumstances. Work in the D range is a
marginal pass.

E Grade: An E Grade is a marginal fail. Your work may be similar to the

description of C grade, but failing to meet the objectives of the assignment and
not satisfying the learning outcomes. Work not properly referenced.

F Grade: This is a clear fail. Inadequate literature review, not properly

referenced. Limited attempt to apply models and concepts to circumstances
and/or inaccurate application. General failure to meet the objectives of the
assignment and not satisfying the learning outcomes. Work not properly
referenced.

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2.2 Satisfactory Completion Requirements of this Subject

In order to satisfactorily complete the requirements of this subject, the student
must achieve an aggregate mark of at least 50% for the subject, and achieve a
mark of at least 40 % in the final examination. Students must ‘reasonably’
complete all assessment components other than the final examination and submit
by the final week of session/ intake or by the final examination date (whichever is
earlier) in order to pass the subject. ‘Reasonable’ completion of an assessment
will consider instructions given to the student including; word length,
demonstration of research and analysis where required, University Plagiarism
Policy, and completion of each section/ component of the assessment. Failure to
‘reasonably’ complete any assessment components to the standard specified
above will result in a Fail grade awarded for the subject. Assessment tasks
submitted after the due date may be penalized. Refer to Penalties for Late
Submission of Assessment policy.

2.3 Assessment Weight

Assessment Type Word Length Weightin Due Date

g

1. Assignment 3000 - 3500 40% 19th September 2008

2. Examination - 60% 31st October 2008

2.4 Assessments
There are two pieces of assessment for this subject.

The assignment information is available in a separate handout.

Assignment Guidelines

Assessment of postgraduate assignments is based on postgraduate standards.

This means that an assignment should demonstrate evidence of good
understanding of what the question asks. The structure of the answer should be
relevant to the question and provide evidence of critical thinking and good use of
appropriate research material. Assignments should be correctly referenced using
the Harvard System of Referencing and Citation of Electronic Sources in line with
the guidelines provided in this Outline.

The assignment is a paper is to be prepared in no more than +/- 10% of the word
count indicated.

Please type wherever possible, using 12 point font, Times New Roman or Arial.

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Please note: Any analysis and evaluation conducted should make appropriate use
of the methodologies, concepts and frameworks studied in the module.

You are also encouraged to read other sources at your discretion.

Plagiarism will not be tolerated. Please see the guides to citation,

referencing and plagiarism appended to this outline.

Students must retain a copy of all assessment work submitted. Marks will not
usually be modified or scaled. Feedback on assessment tasks will be returned to
students before the final examination date.

Although student attendance records will be kept, attendance or class

participation will not be part of the assessment for this subject.

2.5 Examination Information

There is an examination for this subject. It is scheduled for 5th April, 2008.

Please follow the examination information as uploaded in your Google Group for
more information.

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2.6 Google Groups

Additional information is made available to students from the school and your
lecturer through the use of Google Groups. This allows:
• Files to be shared amongst everyone in the group
• Emails to be sent to everyone using a single email address

Please note that basic information about the requirements for citation and
referencing, information about examinations and other useful documents are also
placed in the group for your access.

When you commence each subject, you will be sent an email that will allow you to
access the Google Group for that subject. A step-by-step guide on how to access
Google Groups follows.

STEP 1: Open the email

(please check your spam box if you cannot see the email in your in box)

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Step 2: Sign in to the Google Group

If you are not signed in to a Google Account

Click on the 'sign in and apply for membership' as indicated above. This will allow
you to sign in to Google Accounts, Apply for a Google Account (if you don't already
have one) and enter the group.

If you are already signed in to a Google Account

Refer to Step 4 – you should be permitted to access the account automatically. If

this doesn't happen, then please click on 'Apply for membership'.

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Step 3: Sign into your Google Account

(1) If you already have a Google account, please sign in.

(2) If you do not have a Google account, please create one **

** Note that creating a Google Account DOES NOT automatically give you a new
email address. It just associates a Google Account with your existing email
address.

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Step 4: Set up how you want to participate in the group.

Our suggestions are below.

You MUST specify a nickname. Your name is probably a good idea.

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Please note that you must click on 'Accept invitation' to access the group.

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Step 5: Access and Explore the online area of the group

Note the areas 1, 2 and 3 above which will have information for your reference.

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2.7 Assignment Submission

You are required to submit your assignment online through the website service
called Turn It In. Instructions are as follows.
STEP 1: You will receive an email like the one below.

Click on the link in the email: http://submit.ac.uk

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STEP 2: Enter the 'Turn It In UK' website

After you click on the link in the email, you will see the following web site (or
something similar)
Click on [user login]

Use the username and password in the email to log in.

You will be prompted to change your password. Please do so and choose a

password that you will remember. Write it down somewhere just in case.

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STEP 3: Enter the class

Click on the class name for the assessment that you are going to submit.

STEP 4: Click on the 'Paper icon' next to the name of the assignment you will
be submitting.

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STEP 5: Upload the file to the system

Fill in the fields as requested, select the file using the browse button, and click on
'SUBMIT':

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STEP 6: Verify your submission

You will see the screen below, which will have a copy of your assignment printed
out. Read your assignment AND VERIFY THAT IT IS ALL THERE. If it is OK, click on
'yes, submit'.
If there is a problem, click on 'no, go back' and upload your file again.

The file types that will be accepted are: MS Word, WordPerfect, PostScript,
PDF, HTML, RTF, and plain text.

TROUBLESHOOTING TIP: If you have trouble submitting your file using Microsoft
Word, then use the cut and paste method. To do this, go back to Step 5 and
change the 'submit a paper by' to 'cut and paste' instead of 'file upload'.

STEP 7: Once your assignment has been submitted, your screen will show
confirmation of the submission and email you a digital receipt to confirm that your
assignment has been received by the system.

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SECTION 3: CITATION & PLAGIARISM

Please see the attached guide from the University of Wales for information on how
to avoid plagiarism and reference for your assignments.

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