American University of Technology (AUT)

FACULTY OF BUSINESS MANAGEMENT

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SYLLABUS
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MGT 600 Corporate Governance

Fall -2020/2021

F 4:30 – 08:30 PM

Course Instructor
Dr. Youchaa KHODR
Subject Title: Corporate Governance
Prerequisite: None
Class Attendance: F 4:30 – 08:30 PM
Office Hours:
Office Location:
Instructor’s email: youchaa.khodr@aut.edu

1- Course Description: Corporate governance broadly refers to the mechanisms, processes and
relations by which corporations are controlled and directed. Governance structures identify the
distribution of rights and responsibilities among different participants in the corporation (such as
the board of directors, managers, shareholders, creditors, auditors, regulators, and other
stakeholders) and includes the rules and procedures for making decisions in corporate affairs.

Corporate governance includes the processes through which corporations' objectives are set and
pursued in the context of the social, regulatory and market environment. Governance
mechanisms include monitoring the actions, policies and decisions of corporations and their
agents. Corporate governance practices are affected by attempts to align the interests of
stakeholders.

There has been renewed interest in the corporate governance practices of modern corporations,
particularly in relation to accountability, since the high-profile collapses of a number of large
corporations during 2001–2002, most of which involved accounting fraud; and then again after
the recent financial crisis in 2008. Corporate scandals of various forms have maintained public
and political interest in the regulation of corporate governance. In the U.S., these include Enron
and MCI Inc. (formerly WorldCom).

2- Objective: After going through the syllabus the students are expected to have appreciated the
need to practice good corporate governance in public and private companies

3- Content:
PART ONE WHAT IS CORPORATE GOVERNANCE?

Definitions and issues in corporate governance-Development of corporate governance

-Stakeholders in a company-Key objectives in corporate governance-Key issues in corporate
governance-Approaches to corporate governance-Concepts, ethics and roles-Concepts in
corporate governance-Ethics and corporate governance-Corporate social responsibilities-
Whistleblowers-The company Lawyer and corporate governance- The company secretary and
corporate governance
PART TWO DIRECTORS AND SHAREHOLDERS

The powers of directors and rights of shareholders- The powers of directors

The duties of directors to their company-Fiduciary duties of directors-A director’s duty of skill
and care- Fair dealing by directors-Directors’ legal responsibilities to employees and other
stake holders- Shareholders’ rights- Other restraining measures against directors-Shadow
directors and alternative directors-Balance of power on the board-Suitability-Character and
qualities-The board and decision-making-The roles of chairman and chief executive officer-Non-
executive directors-Board appointments-Board succession-Training directors-The lessons of
Enron-Two-tier boards-Non executive directors-Independent and non- independent non-
executive directors- The number of non-executive directors-The role of non-executive
directors-Criticisms on non-executive directors-The Higgins Report-Relations with shareholders-
The relationship between the board and the shareholders- The shareholders-Shareholder
expectations- Regulatory requirements for shareholder involvement-Measures by the board to
improve relations.

PART THREE FINANCIAL REPORTING, REWARDS AND RISKS

Financial reporting and auditing-Financial reporting and corporate governance-Misleading

financial statements-The role of the external auditors: the audit report-Auditor independence-
Controls over the audit profession-The audit committee-Directors’ responsibilities for financial
statements-Directors’ remuneration-Public attitudes-Elements of remuneration for executive.

PART FOUR A HISTORY OF CORPORATE GOVERNANCE

A history of corporate governance in the United Kingdom- The Cadbury code- The
Greenbury Report-The Hampel Report-The Combined code-The Higgs Report and the Smith
Report-Future changes in UK company law- An international history of corporate governance-
The OECD principles of corporate governance-Corporate governance and the
Commonwealth countries-The King reports (South Africa)-Corporate governance in the United
States

4- Recommended study material

A. Corporate Governance ; Third Edition; By: Kenneth Kim and Derek Mohr

B Supplementary
1. Internet Documentary Literature
2. Corporate Governance (Ned) By Dube Cf (2008)

5- Learning Outcomes
Qualities
&
Graduate Qualities and Attributes Attributes
Critical Thinking and Problem Solving 3
Interpersonal Understanding 1
Learning Achievement 2
Self-Directed Learning 2
Life-Long Learning 1
Research 2
Control 2
Leadership 1
Analytical Thinking 3
Creative Thinking and Initiatives 2
Business Ethics and Integrity 1
Planning 3
Motivating Skills 1
Organizing 1
Self-Confidence and Decisiveness 1
Team Work 3
Mental Agility 2
Communication Skills 3
Strategic Thinking 2
Entrepreneurial Skills         2
*Score:0=none, 1 = Low, 2=Medium, 3= High

6- Assessment Criteria
Assessment is subject to students’ performance in the following components:
1. Attendance & Participation 10%
2. Project-1 20%
3. Project-2 25%
4. Final Project 25%
 5. Chapter Presentation 20%
6. Chapter Reviews/Article Critiques/ Homework 5%
Total: 100%

6.1 Attendance and Participation (10%)

Students are expected to attend all classes and laboratory sessions. Absence, whether
excused or not, from any class or laboratory session does not excuse students from their
responsibility for the work done or for any announcements made during their absence.
Please note that a student who is near missing one-sixth of the course sessions will be
receiving a written warning from the instructor. Once the number of missed sessions reaches
one-sixth of the course sessions, the instructor notifies the student in writing and copies the
registrar that it is the student’s responsibility to officially withdraw from the course before
the end of the drop period, otherwise the student will earn WF as a final grade for the course.
If the number of missed sessions accumulates to more than one-sixth after the drop deadline,
the student will receive a grade of WF as well.
A WF grade is counted as a numerical grade of 40 for the course in computing the student
averages.

Participation in class is encouraged and rewarded by designating a 3% portion of

your total grade. Participation makes the class more enjoyable and fruitful
not only to the participating student but also to other students and the instructor as
well. However, the ideas must be relevant to the subject matter being discussed and
the discussion must be within the framework that the lecturer/tutor has provided.
Exchanging information is an ongoing learning process that we can all benefit from. Please
remember that you are an MBA student that has social and ethical responsibility. Say what
you mean and mean what you say!!

Remember if you do not attend, you cannot participate!!!

6.2 Project - 1 (20%)

Students in groups of 3-4 must research, explain, discuss, and use case studies for:
A- Forms of business ownership
B- Types of excutive compensation
C- Accounting functions
D- Board of directors duties and composition

This project must be typed (using APA writing style) and between 15 to 20 pages

6.3 Project - 2 (25%)

Students in groups of 3-4 must research, explain, discuss, and use case studies for:
A- Governance Mechanism
B- Corporate Restructuring Strategies
C- Corporate compliance risk and fraud

This project must be typed (using APA writing style) and between 15 to 20 pages
 6.4 Final Project (25%)
Students in groups of 3-4 must research, explain, discuss, and use case studies for:
A- Corporate takeovers and mechanism
B- Strategic controls
C- Risk management process

This project must be typed (using APA writing style) and between 15 to 20 pages

6.5 Presentation (20%)

Students will need to choose a chapter from the slides or book and do a
presentation for 45 minutes to an hour long on the topic of choice.
(chapters are distributed based on “first come first served”).

7- Plagiarism, Cheating, and Collusion

Plagiarism, cheating and collusion are regarded as a serious breach of the university’s academic
standards.

7.1 Plagiarism
Plagiarism is using another person’s work without acknowledgment. The phrase “using another
person’s work” includes:
 Paraphrasing the work of another person
 Directly copying any part of another’s work
 Summarizing the work of another person
 Using or developing an idea or theme derived from another person’s work
 Using experimental results obtained from another person’s work; and
 In the case of collaborative projects, falsely representing the individual contributions of the
collaborating students where such distinction is necessary.

7.2 Cheating
Cheating is any fraudulent response whatsoever to any item of assessment, especially the use or
attempted use of information or materials that are prohibited in that form of assessment.

7.3 Collusion
Collusion is where a student knowingly allows his or her work to be used by another student
without acknowledgment.
    Course teaching content: Comments
Week-1 Intro. Intro. Expectations, and Syllaybus  
Chapter-
Week-1 1 Corporation & Corporate Governance  
Chapter-
Week-2 2 Executive Incentives  
Chapter-
Week-3 3 Accountants and Auditors  
Chapter-
Week-4 4 The Board of Directors  
Chapter-
Week-5 5 Investment Banks & Securities Analysts  
Chapter-
Week-6 6 Creditors and credit Rating Agencies  
Chapter-
Week-7 7 Shareholders and Shareholders Activism  
Chapter-
Week-8 8 Corporate Takeovers  
Week-9 Project Project Due to be Delivered  
Chapter- The Securities and Exchange
Week-10 9 Commission  
Chapter-
Week-11 10 Moral Hazards, Systemic Risk  
Chapter-
Week- 12 11 Corporate Citizenship  
Week- 13 Final Final Project