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Corporate Governance

Subject Corporate Governance
Description This subject considers a wide range of topic areas which will enable students to gain an understanding of important issues which impact upon corporate governance. It covers underlying concepts and identifies the best practice principles which can be applied by students in their own corporate situations.
Year of delivery 2024
Award Graduate Certificate and Graduate Diploma of Applied Corporate Governance and Risk Management
Chartered Governance Institute Qualifying Program Chartered Secretary and Chartered Governance Professional
Core/Elective Core
Australian Qualification Framework (AQF) level 8
Subject credit points 10
Total course credit points 40 (Graduate Certificate)
60 (Graduate Diploma)
Pre-requisites None
Assumed knowledge This is a compulsory subject in both the Graduate Certificate and the Graduate Diploma of Applied Corporate Governance and Risk Management. Some knowledge of the Corporations Act 2001 (Cth), especially directors’ and officers’ duties, is assumed. It is expected that students will have previously completed either Applied Corporate Law or Public Law and Government.
Mode of study Online
Part-time/Full-time Part-time over one semester
Teaching weeks 12
Student workload 164 hours comprising:

  • two (2) time-tabled hours per taught week
  • ten (10) personal study hours per taught week
  • twenty (20) personal study hours for exam preparation
Assessment task (Weighting) Presentation (20%)
Assignment (30%)
Examination (50%)
Key contacts Further information to assist you in your studies at Governance Institute can be requested from: education@governanceinstitute.com.au.

Subject aims

The practice of corporate governance is not one of identifying the single form of best practice that will suit all circumstances. Rather, it is a process that requires the following:

  • identifying the principles of good corporate governance
  • applying these principles to the particular circumstances of organisations.

The aim of this subject is therefore to assist you in identifying and applying the underlying principles of good corporate governance in particular circumstances.

Subject learning outcomes

  1. Research, analyse and synthesise academic and professional sources, including corporate guidelines, as they pertain to current and emerging corporate governance trends
  2. Critically evaluate contemporary corporate governance issues
  3. Evaluate the roles and importance of various stakeholders concerning corporate governance
  4. Understand and apply corporate governance practices in different organisational contexts
  5. Identify ethical corporate governance concerns and exercise sound judgment when shaping related organisational practices as they relate to accountability, transparency, and corporate responsibility

Indicative content

The subject is divided into the following 12 modules:

Module 1 — Module 1 Foundations of corporate governance
  • Definitions, objectives and theories of corporate governance
  • Systems of corporate governance
  • Corporate governance regulation in Australia
  • Why has interest in corporate governance grown?
  • Regulatory regime
  • Case study example – Volkswagen emissions scandal

Module 2 — Corporate governance in different sectors and settings
  • Corporate governance across different sectors and settings
  • Stakeholder interests in good corporate governance frameworks
  • Corporate governance models
  • International guidelines

Module 3 — The role of the board
  • Corporate governance and the structure and role of the board
  • Separation of chair and CEO

Module 4 — Structure and dynamics of the board
  • Key definitions
  • Establishing a board
  • The company secretary and the board
  • Board composition
  • The role of the advisory board and committees

Module 5 — Organisational performance, management controls and board responsibilities
  • Defining organisational performance
  • Management controls
  • The role of the chair in supporting organisational performance
  • Committees of the board

Module 6 — Board performance and remuneration
  • Board performance assessment
  • Remuneration considerations

Module 7 — Organisational complexity and the digital environment
  • Complexity
  • Risk and crisis management – similar but different
  • The digital environment and reputation
  • Technological disruption
  • Digital governance principles
  • Standards and frameworks for digital governance
  • Privacy laws and regulations in Australia
  • Public disclosure of cyber security and privacy breaches
  • Other areas of organisational complexity

Module 8 — The role of shareholders and investors
  • Shareholders and investors – definitions
  • Shareholders – rights and responsibilities
  • The influence of shareholders globally and in Australia
  • The dynamics of Australia’s institutional investors
  • Why do institutional investors take an interest in governance?
  • Institutional codes of practice and guidelines
  • Continuous disclosure
  • Exercise of shareholders’ rights
  • Future of the annual general meeting

Module 9 — Ethics and governance
  • Ethics versus regulation
  • Integration of ethical perspectives into decision-making
  • Ethics and governance

Module 10 — Stakeholder engagement and corporate responsibilities
  • Definitions and overview
  • Factors shaping corporate responsibility programs
  • Key social and environmental responsibilities
  • Corporate responsibility and global supply chains

Module 11 — Exploring the value of diversity and inclusion
  • Why D&I is a corporate governance issue and how it differs from corporate responsibility
  • Dimensions of diversity
  • Board diversity
  • Key barriers to diversity and inclusion
  • Diversity and inclusion in different contexts
  • Overview of reporting and disclosure of diversity and inclusion initiatives
  • Tools and resources that leverage diversity and inclusion
  • Introducing future generations into decision-making

Module 12 — Review and exam preparation
  • Case study
  • Reflection
  • Exam technique tips

Prescribed texts

None.