Corporate Governance and Ethics KASNEB CS notes

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CONTENT

1.         Overview of Corporate Governance and Ethics

• Defining corporate governance
• Importance of corporate governance and ethics
• Pillars of good corporate governance
• Principles of good corporate governance
• Comparative corporate governance system
• Evolution of corporate governance
• New models for corporate governance and ethics
• Ethics and the law
• Universality of ethics

2.     Theories of Corporate Governance and Ethics

• Agency Theory
• Stewardship Theory
• Stakeholder Theory
• Legitimacy Theory
• Resource dependence theory
• Political theory
• Transaction cost theory
• Deontology Theory
• Utilitarianism Theory

2.11       Rights Theory

2.11       Virtue Theory

3.                    Board governance models

• Advisory board
• Patron governance model
• Cooperative model
• Management team model
• Policy board model
• Fund raising board model
• Traditional Model
• Carver board model
• Cortex board model
• Consensus board model
• Competency board model
• Governance of family-owned firms
• Emerging Board governance models: case study of independent offices and constitutional commissions in Kenya

4.      The Board of Directors

• Appointments
  • Appointments of directors, composition and size
  • Appointment of the Chair
  • Appointment of the CEO
  • Appointment of Corporate Secretary/Governance Professional
  • Appointment of external auditor

4.2                 Governance body roles and responsibilities

• The legal context
• The role of the Chair
• Separation of roles of the Chairman, CEO and Corporate Secretary
• Board induction and continuous skills development
• The role of the board and management
• CEO and other executives’ succession planning
• Strategy performance and reporting
• Policy
• Oversight
• Accountability

4.3                 Board Performance assessment and effectiveness

• Board structure and composition
• Board Procedures
• Board functions and behaviors
• Advancing corporate governance from compliance to competitive advantage
• Assessing performance and remuneration of directors and senior management
• Board effectiveness

5.                Internal Corporate Documents

• Constitutive documents including memorandum association, articles of association, Bylaws, Trusteed, and constitution
• Shareholder agreements
• Board manual and charter
• Board annual work plan
• Internal regulations of the organisation
• Codes of Corporate Governance
• Codes of Ethics
• Performance evaluation tools

6.                 Governance of Risk

• Strategic risk and the board
• Risk appetite framework
• Different types of risk
• Board oversight functions
• Internal control framework
  • Internal auditor
  • External auditor
  • Audit Committee
  • Internal audit guidelines and procedures
• Compliance risk
• Best practices for overseeing risk, assurance and reporting

7.               Environmental, Social, and Corporate Governance (ESG) Framework

• Environmental protection
• The triple bottom line
• Social audit
• Sustainability
• Diversity
• Corporate reputation and image
• Corporate Social Responsibility: Strategies, policies, ethical issues and impact of CSR
• Shareholder and stakeholder relations
• Stakeholder rights, interests and obligations
• Stakeholder dispute resolution
• The dynamics of institutional investors

8.                  Ethical Behavior

• Understanding ethics, morality, values and integrity
• Ethics versus regulation
• Ethics and corporate governance
• Roles of the board in promoting ethical conduct
• Defining business ethics
• Key components of ethical policy
• Ethical culture
• Resolving ethical dilemmas
• Conflict of interest and related party transactions
• Insider trading
• Standards of conduct and personal integrity
• Becoming a transparent organisation
• Organisational integrity
• Whistle blowing
• Ethics and technology
• Ethics and globalisation

8.17       Transparence and disclosure in promotion of corporate ethical culture

9.                         Compliance with Laws and Regulations

• Overview of legal and regulatory framework on governance and ethics
• Constitutional provisions on governance and ethics
• Compliance strategy
• Legal and compliance audit
• Role of professional and regulatory bodies in promoting governance and ethics
• International legislative and regulatory frameworks

10         Contemporary Issues and Case Studies in Corporate Governance and Ethics