Executive Master of Business Administration (EMBA)

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Semester : Third, Fall 2021 Session
Course : MGT 319.1.5 Corporate Governance
Credits : 1.5
Instructor : Dr. Resham Raj Regmi
Class Days : Thursday (6:00 PM – 9:00 PM)

RATIONAL
This course is designed to support the EMBA Students by focusing on the way corporate
organizations are governed and controlled. The course aims to provide in-depth
knowledge on how corporations are organized and run. In addition, the course has a more
normative aspect in seeking to develop an awareness of the duties and responsibilities of
corporate directors and officers, including how these have evolved. This is especially
important, as it is clear that elements of corporate governance continue to evolve and
develop both through the legal system and as a result of other social, economic and
technological forces.

OBJECTIVES
The course has been designed with the specific objectives of:
 Increasing students’ awareness of current corporate governance regimes
around the world, especially the market oriented systems,
 Relate modern corporate governance to global capital markets and
financial institutions and accountancy regimes treating these institutions as
changeable and responsive rather than as completely externally
determined, and
 The evolution of corporate governance elements and its practical situation
in Nepal.
BRIEF DESCRIPTION AND CONTENT
Some of the areas covered include:
 Aspects of Corporation, Characteristics of good governance
 Principles of Corporate Governance (OECD, Basel Committee,)

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  The board of director, duties and responsibilities, and committees of the
board
 Corporate Governance and Development
 Corporate Governance in Nepal (Legislative, Regulatory and Practical
Issues)

All students will receive a case/topic of their choice or as assigned by the lecturer. They
need to do a comprehensive research on that topic and present it in the class in the form
of seminar. Some cases involve specific examples of corporate governance in practice
while some others take classic readings.

ORGANIZATION AND TEACHING METHODS

The course is presented over 8 meetings. One meeting each week scheduled on
Wednesday. It is designed as an intensive course in the sense that each teaching day is
very intense; and the Meetings are spread over the period of next three months to
accommodate students’ other commitments and to allow for better absorption of the
material. Because of the intensity the internal structure of the teaching will be decided
between students and lecturer but it is intended to use a variety of methods.
Extensive use of web materials will be made available from a wide variety of corporate
governance websites whether academic, public interest and lobby groups or institutional.
ASSESSMENT
The assessment for this course is fully internal. Every student shall be evaluated on the
basis of his/her presentation and understanding of the subject matter in the class and the
extensive research article submitted by him/her at the end of the session. The detail
evaluation will be based on following criteria.

S.N. Basis for assessment Percentage of Remarks

Marks
1. Attendance 10
2. Seminar presentation, 50 (15+15+20)
participation and report
3. End term Exam 40

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SESSION PLAN

1. Aspects of Corporation and Introduction of Good Governance

 Backdrop
 Characteristics of Good Governance
 General Introduction of Corporate Governance

2. Evolution of CG/International Corporate Governance Principles

 The G20/OECD Principles of Corporate Governance
 Basel Committee Principles

3. Implementation of Corporate Governance

 Instruments which content the elements of Corporate Governance
 Agencies responsible for implementation
 Duties and responsibilities of Board of Directors
 The Fiduciary Duties of Director
 Role of CEO

4. The Audit Committee and other committees of the Board

 The Audit Committee
 Guiding Principles
 The Charter
 The Mission
 Organization and Action
 Roles and Responsibilities
 Policies and Practices
 Other Committees
 The Executive Committee
 The Compensation Committee
 Nomination Committee
 Governance Committee
 Risk Management Committee

5. Corporate Governance and Development

 The link between corporate governance and other foundation of
development
 The link between finance and growth
 The link between banking and financial sector
 The link between legal foundation and growth
 Increased Access to Financing
 Higher Firm Valuation

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  Better Operational Performance
 Reduced Risk of Financial Crises

6. Corporate Governance in Nepal

 Legislative Reform
 Regulatory Reform

7. Seminar Presentation by Students

8. Seminar Presentation by Students

The End!