Corporate Governance and Ethics KASNEB CS notes

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Table of Contents

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



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