AIR UNIVERSITY SCHOOL OF MANAGEMENT

AIR UNIVERSITY ISLAMABAD

I. COURSE INFORMATION

Course Title Corporate Governance

Class BSAF-6
Semester Fall 2020
Credit Hours 3
Prerequisites for this course
This course is prerequisites for:
Instructor Dr. Atif Bilal
Email: atifbilal@Live.com
Address
Mobile NA Ext:
Office Hours (Consultation After Class
hours for Students)
Text Book Fernando, A. C. (2012). Corporate Governance:
Principles, Polices and Practices, 2/e. Pearson
Education India.

Reference Books
Corporate Governance by Charles H. Gibson

Capsule Statement
Corporate governance refers broadly to the rules, processes, or laws by which businesses
are operated, regulated, and controlled. However, “Governance is more than just board
processes and procedures. It involves the full set of relationships between company’s
management, its Board, its share holders and other stakeholders including employees,
community and Society at large. Government interface is an integral part of corporate
Governance and Macro – Economic management policies of the state and its regulatory
mechanism depending upon size and nature of Business Corporation. The course is
developed for Graduate students and focus towards Corporate Governance System in
Pakistan.

Learning Objectives
Participants are expected to develop
● Familiarization with the Corporate Governance Framework Prevailing in the developed
countries (OECD model) and World Bank guide lines for Developing Countries, SECP
Code for Pakistan
 ● Understanding of the state (Governments) and its regulatory mechanism
requirements, code, functional linkages and corporate responsibilities to meet its
obligations.
● In-depth knowledge relating the role of corporation / Business Organizations in the
era of globalization and international economic integration of Business, Trade and
Industry thus creating an efficient, reliable and transparent corporate linkages with
national, multinational and international corporations, regulatory bodies and Financial
Institutions.

Learning Methodology
The course is subjective in nature and various techniques and methods are utilized to
transfer academic knowledge in class room environment through:
- Lectures (Organized in Lecture plans delivered through presentations)
- Class room discussion, question / Answer sessions during lectures.
- Examples of corporate Governance models recommended by OECD, world Bank,
SECP and other world wide institutions relating Business, Trade, Industry and
Commerce.
- Applied research articles, case studies are integral part of knowledge sharing in
class room environment.
- Assignments enabling participants to critically evaluate, review and suggest
alternate / innovative methods to address special topics during the semester.
- Seminar and Guest Speaker session from Corporate World.

Assessments

Quizzes 10%
Conference participation 10%
Research Paper Presentations 40%
Mid Term 15%
Term Paper 25%

Total
100%
Recommended Books
1. Corporate Governance
Principles, Policies and Practices by A.C. Fernando
Publisher: Pearson (Latest Edition)
2. Corporate Governance 2nd Edition
ICSA Professional Development by Brian Coyle
Publisher: ICSA Publishing

Digital Sources
Google Scholar
Ebscohost
Blackwell synergy
Emrald
J Stor
Science Direct
Proquest
 Recommended Journals

- Journal of Corporate Governance (UK)

- Corporate Governance Review
- Corporate Governance and International Review (UK)
- International Journal of Corporate Governance (UK)
- International Journal of Disclosure and Governance (UK)

Other Sources of Information (Websites)

- Pakistan Institute of Corporate Governance

- Securities and Exchange Commission of Pakistan
- Competition Commission of Pakistan
- State Bank of Pakistan
CALENDAR OF ACTIVITIES
Session Topic Learning Outcome Readings Activities
1-2 Corporate Governance in the era of Familiarization with Ch=1 Fernando Lecture
globalization Theoretical Framework Corporate Presentation,
- Overview and awareness of Governance Code Discussions
- Capitalism at cross rounds Corporate Governance (SEC) Research
- Increasing awareness system need and Statement of Assignment #1
- Global concerns importance. Compliance
- Corporate Governance (OECD (Packages Ltd.)
Guide lines).
- Issues in Corporate
Governance
- Approaches to corporate
Governance
- Investor’s Preference for Good
Governance
- State owned enterprises
- Regulatory mechanism

3-4 Corporate Governance in Developing Understanding of Ch= 18 Fernando Lecture

and Transition Economies Developing Economies Presentation
- Introduction Problems and Reforms Discussion
- Problems faced by Developing in Government
and transition Economies System.
- Institutional framework for
effective corporate Governance
- Privatization policies of the
Government
- Transparent and Fair Taxation
Regimes
- Independent Judicial system
- Anti- corruption strategies
- Reforms in Government
- Strengthening Administration
and enforcement capacity of
Government
- Role of media
5-6 OECD principles of Corporate Understanding of the Appendix 2 Brian Lecture
Governance OECD Principles Coyle Presentation and
- The rights of share holders Discussion
- The equitable treatment of Quiz # 1
shareholders
- The role of stakeholders in
corporate Governance
- Disclosure and Transparency
- The responsibilities of the
Board
7-8 Concepts ethics and the role of the Familiarity with Ch= 2 Brian Coyle Lecture
company secretary concepts underlying Presentation and
- Openness, honesty and best practices in Discussion
Transparency Corporate Governance
- Independence
- Accountability
- Responsibility
- Fairness
- Reputation and reputation risk
- Social responsibility
9-10 Directors and shareholders powers Understanding of the Ch= 3 Lecture
and rights Power of Directors and Brian Coyle Presentation and
- Directors and shareholders shareholders rights discussion
- The duties of directors Quiz # 2
- Fiduciary duties of directors
- Duty of skill and care
- Director’s liability insurance
- Fair dealing
- Legal responsibilities
- Shareholders Powers and
rights
- Other restraining measures
against directors
- Other types of directors
- The Law and Corporate
Governance
11-12 Balance of Power on the Board Understanding of the Ch=4 Lecture
- The role of the Board and functional Brian Coyle Presentation and
Corporate Governance Issues responsibilities of the Discussion
- Suitability Board and Corporate
- Character and Qualities Governance Issues.
- Size and balance of the Board
- The Board and Decision
making
- The roles of chairman and
chief Executive Officer
- Non- Executive Directors
- Board appointments
- Induction and Training
- Re-election of Directors
- Succession Planning
- Performance Evaluation
- Two-tier Boards
13-14 Relations with shareholders Understanding the Ch= 6 Lecture
- Board and shareholders nature of the problems Brian Coyle Presentation and
- The shareholders between a company Discussion
- Share holders expectations and its shareholders
- Regulatory requirements
- Company’s relations with
shareholders
- Electronic communications and
voting
- Role of Institutional
shareholders in corporate
Governance
- Institutional shareholders
guidelines
- OECD Corporate Governance
and shareholders rights
15-16 Financial Reporting, Rewards and Understanding of the Ch = 7 Lecture
Risks relevance of financial Ch = 9 Presentation and
- Financial Reporting and reporting to good Brian Coyle discussion
Auditing corporate Governance Quiz # 3
- Financial Reporting and and Risk Management
corporate Governance as key element.
- Misleading Financial
Statements
 - The role of external auditors
- Auditor independence
- Controls over the audit
profession
- Financial Reporting
- Audit committee
Risk Management and Corporate
governance
- The nature of Risk
- Internal control system
- The UK corporate Governance
framework
- The Turnbull Guidance on
internal control
- The role of internal audit
- Risk management
- The role of Board
- The Board’s Statement
- Risk management as a
governance issue outside the
UK
17-18 An international History of corporate Thorough Ch = 11 Lecture
Governance understanding of the Brian Coyle Presentation and
- OECD Principles of Corporate International history of discussion
Governance corporate Governance
- Corporate Governance and the
European Union
- Corporate Governance and the
common wealth countries
- The King Report (South Africa)
- Corporate Governance in the
US.
19-30 Corporate Governance in Pakistan Knowledge sharing Research Articles Presentation &
Corporate Governance in India through Research and papers from discussion
Corporate Governance in USA papers and analytical Journals /
Corporate Governance in UK presentations relating Conferences
Corporate Governance in Germany corporate Governance
Corporate Governance in Malaysia
Corporate Governance in Japan