Course Outline

On
Paper GE05: Fundamentals of Ethics, Corporate Governance & Business Law.
Md. Helal Uddin ACMA
BBA & MBA (AIS,CU), CMA, DAIBB, DIB (Part-II)

Lecture 01:
1. Introducing
2. Overview on ICMAB
3. Overview on course outline of Fundamentals of Ethics, Corporate Governance & Business Law.

Lecture 02:
A. Ethics & Business
a) Demonstrate an understanding of the importance of ethics to business generally and to the professional
accountant:
1. The importance of ethics.
2. Values and Attitudes for professional accountants.
3. Legal frameworks, regulations and standards for business.
4. The role of national ‘Professional Oversight Boards for Accountancy’ and ‘Auditing Practices Boards’.

Lecture 03:
A. Ethics & Business
a) Demonstrate an understanding of the importance of ethics to business generally and to the
professional accountant:
5. The role of international accounting bodies e.g. IFAC.
6. The nature of ethics and its relevance to business and the accountancy profession.
7. Rules based and framework approaches to ethics.
8. The ‘Seven Principles of Public Life’ –selflessness, integrity, objectivity, accountability, openness,
honesty and leadership.

Lecture 04:
A. Ethics & Business
b) Explain the need for ICMAB members to adopt the highest standards of ethical behavior:
1. Personal development and lifelong learning.
2. The personal qualities of reliability, responsibility, timeliness, courtesy and respect.
3. The ethical principles of integrity and objectivity.
4. Professional competence, due care and confidentiality.

Lecture 05:
A. Ethics & Business
b) Explain the need for ICMAB members to adopt the highest standards of ethical behavior:
5. Professional competence, due care and confidentiality.
6. Disclosure required by law.
7. The concepts of independence, skepticism, accountability and social responsibility.
8. The ICMAB and IFAC ‘Code of Ethics for Professional Accountants’.

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Lecture 06:
A. Ethics & Business
b) Explain the need for ICMAB members to adopt the highest standards of ethical behavior:
8. The ICMAB and IFAC ‘Code of Ethics for Professional Accountants’.
Lecture 07:
B. Ethical Conflict
a) Explain the various means of regulating ethical behavior:
1. The relationship between ethics and the law.
2. The distinction between ethical code and contracts.
3. Corporate governance and social responsibility.
4. Unethical behavior.
5. The consequences of unethical behavior.

Lecture 08:
B. Ethical Conflict
b) Explain how ethical dilemmas and conflicts of interest arise and may be resolved:
1. The nature of ethical dilemmas.
2. Conflicts of interest and how they arise.
3. Ethical conflict resolution.
4. The ICMAB and IFAC ‘Code of Ethics for Professional Accountants’– Fundamental Principles.

Lecture 09:
C. Corporate Governance
a) Explain the development of corporate governance to meet public concern in relation to the
management of companies:
1. The role and key objectives of corporate governance.
2. The interaction of corporate governance, ethics and the law.
3. The development of corporate governance internationally e.g. in the UK, Europe, South Africa and the
USA.
4. Rules and principles based approaches to governance.

Lecture 10:
C. Corporate Governance
b) Explain the impact of corporate governance on the directors and management structure of public
limited companies and how this benefits stakeholders:
1. The impact of corporate governance on directors’ powers and duties.
2. Types of board structures, the role of the board and corporate social responsibility (CSR).
3. The role of the board in establishing corporate governance standards.
4. Policies and procedures for ‘best practice’ companies.

Lecture 11:
C. Corporate Governance
b) Explain the impact of corporate governance on the directors and management structure of public
limited companies and how this benefits stakeholders:
5. Corporate governance codes e.g. The BSEC corporate Governance Code.
6. The regulatory governance framework for companies.
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 7. Stakeholder benefits.

Lecture 12:
D. Comparison of law with alternative legal systems
a) Explain the essential elements of the legal system and the tort of negligence:
1. The purpose of the civil and criminal law.
2. The sources of law: custom, case law, statute, European law and other sources.
3. The distinction between the common law and equity.
4. The system of judicial precedent.

Lecture 13:
D. Comparison of law with alternative legal systems
b) Describe the essential elements of alternative legal systems:
1. Alternative legal systems, including codified (civil law) systems.
2. The essential elements of the tort of negligence, including duty, breach and damage/loss/injury and the
liability of professionals in respect of negligent advice.
3. The general characteristics of the legal systems of France, Germany, Poland, Italy, Denmark, Greece
and Cyprus.

Lecture 14:
D. Comparison of law with alternative legal systems
b) Describe the essential elements of alternative legal systems:
4. The general characteristics of the legal systems of the USA, Malaysia, China and Sri Lanka.
5. Elements of Shari’ah law including sources of Shari’ah law and the Five Pillars of Islam.
6. The benefits of international regulations for commerce and professional practice through the work of
key bodies e.g. IFAC, ISO, FEE.

Lecture 15:
E. The Law of Contract
a) Explain how the law determines the point at which a contract is formed and the legal status of
contractual terms:
1. The essential elements of a valid simple contract.
2. The legal status of statements made by negotiating parties. Offers and acceptances and the application
of the rules to form contracts using modern forms of communication.

Lecture 16:
E. The Law of Contract
a) Explain how the law determines the point at which a contract is formed and the legal status of
contractual terms:
3. The principles for establishing that the parties intend their agreement to have contractual force and how
a contract is affected by a misrepresentation.
4. Incorporation of express and implied terms, conditions and warranties.

Lecture 17:
E. The Law of Contract
a) Explain how the law determines the point at which a contract is formed and the legal status of
contractual terms:
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 5. The main provisions of the Contract Act, 1872.

Lecture 18:
E. The Law of Contract
a) Explain how the law determines the point at which a contract is formed and the legal status of
contractual terms:
6. The main provisions of the Sale of Goods Act, 1930 and the Supply of Goods and Services Act, 1982.

Lecture 19:
E. The Law of Contract
a) Explain how the law determines the point at which a contract is formed and the legal status of
contractual terms:
7. Excluding and limiting terms; the Unfair Contract Terms Act, 1977 and the Unfair Terms in Consumer
Contracts Regulations.

Lecture 20:
E. The law of Contract
b) Explain when the law regards a contract as discharged and the remedies available for breach and
non-performance:
1. Discharge of a contract by performance, agreement and breach
2. The law relating to frustration.
3. The law relating to damages.
4. The remedies of specific performance, injunction, rescission, and requiring a contract party to pay the
agreed price.

Lecture 21:
F. The law of Employment
a) Explain the essential elements of an employment contract and the remedies available following
termination of the contract:
1. The tests used to distinguish an employee from an independent contractor.
2. The express and implied terms of a contract of employment.
3. The rights and duties of employers and employees.
4. Notice and dismissal.
5. Unfair and wrongful dismissal.

Lecture 22:
F. The law of Employment
a) Explain the essential elements of an employment contract and the remedies available following
termination of the contract:
6. The main provisions of the Bangladesh Labour Act, 2006.

Lecture 23:
F. The law of Employment
b) Explain the impact of health and safety law on employers and employees:
1. The main rules relating to health and safety at work, sanctions on employers for non-compliance, and
remedies for employees.
2. Social security compensation.
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 3. Civil liability for occupational injuries.

Lecture 24:
G. Company Administration and Finance
a) Explain the nature, legal status and administration of business organizations:
1. The essential characteristics of sole trader ships/practitioner ships, partnerships, companies limited by
shares and corporate personality.
2. ‘Lifting the corporate veil’ both at common law and by statute.
3. The distinction between public and private companies.

Lecture 25:
G. Company Administration and Finance
a) Explain the nature, legal status and administration of business organizations:
4. The main provisions of the Companies Act, 1994.

Lecture 26:
G. Company Administration and Finance
a) Explain the nature, legal status and administration of business organizations:
5. Company registration and the advantages of purchasing a company ‘off the shelf’.
6. The purpose and contents of the articles of association.
7. Corporate capacity to contract.
8. The advantages and disadvantages of the company limited by shares.

Lecture 27:
G. Company Administration and Finance
a) Explain the nature, legal status and administration of business organizations:
9. Board meetings: when used and the procedure at the meeting.
10. General Meetings of shareholders: when used and the procedure at the meeting.
11. The voting rights of directors and shareholders.
12. Ordinary, special and written resolutions and their uses.

Lecture 28:
G. Company Administration and Finance
b) Explain the law relating to the financing and management of companies limited by shares:
1. The rights attaching to different types of shares.
2. The procedures for issuing shares.
3. The issue of shares for an improper purpose.
4. Payment for shares.

Lecture 29:
G. Company Administration and Finance
b) Explain the law relating to the financing and management of companies limited by shares:
5. The maintenance of capital principle: the purposes for which shares may be issued, redeemed or,
purchased and the provision of financial assistance for the purchase of the company’s own shares.
6. The reduction of capital.
7. The ability of a company to borrow money and the procedure to be followed.
8. Unsecured loans, and the nature and effect of fixed and floating charges.
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Lecture 30:
G. Company Administration and Finance
b) Explain the law relating to the financing and management of companies limited by shares:
9. The appointment, retirement and removal of directors and their powers and duties during office.
10. Fraudulent and wrongful trading, preferences and transactions at an under-value.
11. The rights of majority and minority shareholders.
12. The division of powers between the board and the shareholders.
13. The qualifications, powers and duties of the company secretary.

THE END

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