University of Dar es Salaam Business School

AC311: CG and CSR – 2019/20

CG- Seminar/Review Questions:

1. Describe the concept of corporate governance.

2. Why is corporate governance important? ******
3. What are the main attributes of a limited liability company?
4. Explain the basis of corporate power.
5. The issue of corporate governance was first raised by Adam Smith in 1776. The
Berle and Means showed that the issue had more serious as 1932 ownership of
corporations had become separate from Management. Discuss the implications
of this statement. *****
6. Corporate governance Rose to prominence in the 1980s due to the collapse of
some corporations. Discuss the codes of good corporate governance that
developed to respond to this issue?
7. What is the main function of the company’s constitution (or Memorandum and
Articles of Association)?
8. Discuss the difference between corporate governance and management.
9. List and briefly discuss the theories used to examine corporate governance.
10. CG Modeles:
a) Models of Corporate include: American model, UK/Commonwealth
model, the Continental European model, Japanese Model and Asian
Family based model. Discuss the aspects of the models that
differentiate them. What models of corporate governance are you likely
to find in African countries?

b) There will always exist different models / systems of corporate

governance despite the wave of globalization. Discuss this assertion.

11. Discuss the two aspects of board work that can provide a paradox for the unitary
(single) board of directors.

12. Case study: ******

Case study: Great Western Railway Company

Report of the Audit committee

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 The auditors and Mr. Deloitte attended the committee and explained the
various matters to the concerned with finances and other departments of the
railway which explanations were highly satisfactory.

The committee considered the auditors had performed their arduous duties
with great care and intelligence and therefore confidently recommends that
they be continued in office.

(Paddington Station, Benjamin Lancaster, 22 February, 1872)

Questions:

(i) Discuss the functions of the Audit committee

(ii). How does the Audit committee of the Old Great Western Railway Company differ
from its modern counterpart?

13. The Capital Market and Securities Authority (CMSA) was established in 1994. What
are the functions of the CMSA. In your opinion does an market for corporate control
exist? With the held of library research explain your answer.

14. Board leadership is one area of great concern: whether the positions of CEO and
Board chairman should be separated. What is you opinion? Please explain. ****.
Conduct a library research to help you in explaining your answer.

15. The annual report of TBL for 2010 showed that, TBL was subsidiary of
SABMIller of South of Africa, where SABMiller held 52.8% of the stake in the
company. Below is brief of the Board of Directors of TBL then. Study and
answer the questions that follow.

List and brief of directors of TBL

Name of Director Position and profile

Hon. C.D. Msuya Chairman. He is the (Rtd) Vice President and Prime Minister
(Tanzanian) and was appointed on the TBL Board in August 2005. For the
year under review, he was an appointee of SABMiller Africa
& Asia.

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 Mr. M. Bowman (South Managing Director of SABMiller Africa appointed on the TBL
African) Board in December 2007. He is an appointee of SABMiller,
Africa and Asia.
Mr. D. Carruthers Director of Marketing of SABMiller Africa & Asia, and has
(British) been serving the Board since July 2001. He is an appointee
of SABMiller Africa & Asia.
Mr. R. Goetzsche Director of Operations, East Africa, for SABMiller Africa &
(South African) Asia and the Managing Director, Tanzania Breweries Limited.
He was appointed to the Board in January 2009. He is
representing SABMiller Africa & Asia.
Ambassador A.R. Businessman and Director of several companies, appointed
Mpungwe (Tanzanian) by SABMiller Africa & Asia, in October 2001.
Mr. J. Haule He is the Deputy Permanent Secretary, Ministry of Finance,
(Tanzanian) sitting on the Board as the Government’s representative with
effect from March 2009.

Mr. R.O.S. Mollel Rtd) Permanent Secretary, Vice President’s Office.

(Tanzanian) Appointed to the Board in 1997, representing the
Government of Tanzania up to April 2000, and from May
2002 to date, he is an appointee of SABMiller Africa & Asia,
and is the Chairman of the Audit Committee.
Ms J. Mapunjo She is the Permanent Secretary, Ministry of Industry, Trade
(Tanzanian) and Marketing. She was appointed to the Board in February
2009, representing the Government of Tanzania.
Mr. A.B.S. Kilewo Former Executive Managing Director of Tanzania Breweries
(Tanzanian) Limited and the managing director of Tanzania Oxygen
Limited. He was appointed in September 1999.
Source: TBL Annual Reports at March, 2010

Questions:
 Based on the briefs of the directors what can you conclude regarding the
composition of the board of directors of the TBL ( in terms of NEDS, INEDS
etc)?.

 What role do you think this board is better suited to play among the four
functions of the board?

16. Board functions are spread in 4 main areas. Discuss these areas and indicate
whether such functions are outward or inward looking and whether they are
future or present/past focused?

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17. Director independence is a complex issue. Do you agree? What are your arguments
around the issue of director independence?

18. Small companies do not experience the same problems of governance that
large and listed companies experience. Discuss this claim and present the
main challenges experienced in the governance of small companies.

Notes
 questions with ***** will be discussed in the seminars. Students are
encouraged to prepare in advance.
 Questions/statements that have been bolded (i.e Questions 10, 15, 16 and
18) constitute an assignment to be submitted in groups of 6 or less. Deadline
for submission 9th January 2019.

LLM