This subject is the point of entry to the Graduate Diploma of Applied Corporate Governance for students coming from the private sector, and provides a detailed examination of the Corporations Act as it applies to corporate administration, compliance and governance.

1. Legislative framework

Legal framework of the corporate legislation
The company secretary in 2009
CLERP news

2. The registration process and corporate authority

Classification of corporations
The registration process

3. The corporate constitution and members’ rights

Constitutions
Alteration and enforcement of the corporate constitution and protection of members

4. Directors’ and officers’ duties — Part 1

Definitional issues affecting officers
Fundamental duties of officers
Duty of care, skill and diligence
Duty to avoid conflicts of interest and to act honestly

5. Directors’ and officers’ duties — Part 2

Insolvent trading
Insider trading
Consequences of breaching duties
Responsibility for enforcing breaches of duty
Insurance and indemnities

6. Shareholders

Membership and shares
Corporate registers
Shares

7. Company meetings

Board meetings
General meetings
Rules of meetings

8. Reporting and disclosure

Continuous disclosure
Annual reports
Extract of Particulars
Other reporting requirements

9. Debt and equity fundraising

Raising capital
Debt finance

10. Dealing with ASIC

ASIC functions
ASIC enforcement policies
ASIC information

11. Reconstructions and external administration

Schemes of arrangement
Receivership
Voluntary administration
Winding up (liquidation)
Insolvent trading
Cross-border insolvency
Reconstructions and takeovers

12. Applying corporate theory to practice

Wider responsibilities
Consequences
Resources
Code of conduct and ethics

Textbooks

LexisNexis’ Australian Corporations Practice (approx. $560 with CSA discount). This is also an invaluable resource for the daily use of all governance professionals.
LexisNexis’ Australian Corporations Legislations 2010 (approx. $65 with CSA discount).

Applied Administrative Law

This subject is the point of entry to the Graduate Diploma of Applied Corporate Governance for students coming from the public sector, and provides a detailed examination of the legal underpinnings of the public sector at all levels of government. It includes an overview of the Corporations Act.

The following is an outline of the subject.

1. Legislative framework (1)

Constitutional legal and government framework
Principles of administrative law
Checklist for application of administrative law procedures
Enabling legislation and delegated legislation
Key cases

2. Legislative framework (2)

Commonwealth and state tiers of government
Legislatures and executive arms of government
Comparative state legislation
Federal–state relations
Local government

3. Government entities and enterprises

The executive arm of government
Types of government entities
Governance and accountability
Current issues and developments

4. The Corporations Act

Key legislation and regulations
Objectives of corporations law
Key cases
Structure of the Corporations Act
Applying the Corporations Act to the public sector
Registration and governance under the Corporations Act
Corporate governance — company constitutions and Replaceable Rules
Directors’ duties
Directors’ and officers’ duties in the public sector
Changes made under the CAC Amendment Act 2008

5. Relationship between public servants and elected officials

Law and the public servant’s role
Working with ministers and their advisers
Parliamentary hearings

6. Intergovernmental arrangements

Federalism versus regionalism
Referral of powers from the states and territories to the Commonwealth
Council of Australian Governments (COAG)
Intergovernmental Agreement on Mutual Recognition
Good governance and good administrative decision-making
Ethics in the public sector

7. Administrative review mechanisms (1)

Non-judicial review remedies
The ombudsman
Freedom of information
Protection of privacy and personal information
Judicial review
Parliamentary access to documents
Management of public records

8. Administrative review mechanisms (2)

Types of misconduct
Reporting suspected misconduct
Formulating and reviewing decisions about misconduct
Performance management

9. Public sector boards

Legal status of public sector boards
Purpose, relationships and accountability
Ethical conduct
Towards a consistent approach

10. Role of Auditors-General

Auditors-General and the Westminster parliamentary system
The role of the Auditor-General
Audits conducted by Auditors-General
Recent developments

11. Public and private partnerships

The PPP model
Ministerial responsibility — who speaks for the partnership?
Liability under Commonwealth laws
Evaluation — long-term implications for government assets and/or control

12. Applying administrative law

Issues in parliamentary democracy
Emerging issues and trends
Sourcing case law

Textbooks — To be advised

Corporate Accountability: Meetings and Disclosure

This subject is designed for the corporate sector and provides a highly practical review of key issues relating to company secretarial practice and the rules of company meetings and their application with particular reference to ASX Listing Rules and governance principles.

1. Operating context and governance framework

The company secretary
The company secretary and regulators
ASIC
The company secretary and the ATO
The company secretary and ASX
The company secretary and APRA
The company secretary and the ACCC
The company secretary and other regulators
Key legislative developments
Standards and guidelines

2. The role of the company secretary or governance professional

Board of directors
The company secretary as agent of the company
The company constitution
The duties of officers

3. Records and reporting

Books
Financial reporting
Audit
Company statement — Extract of Particulars
Execution of documents

4. Managing knowledge and information

Sources of information on law, regulation and administrative best practice
Intellectual property
Information, data and technology as a corporate asset
Technological change and information
Internet applications and management
Data protection legislation
Confidentiality

5. ASX listed companies

Overview of ASX
Listing on ASX
Market integrity
Continuous disclosure
Corporate governance
Securities

6. ASX Listing Rules

Prerequisites for admission to the official list
Corporate governance and the Listing Rules
Other Listing Rules

7. Membership and share capital

Types and function of shares
The issue and allotment of shares
Register of members
Transfer of shares
Share capital issues
Capital changes and ASIC

8. Principles of meetings

Members’ and directors’ meetings
Form of meetings
The role and structure of company meetings
Meetings under the Corporations Act
Specific meeting requirements for listed companies
Reform of meetings law
The chair
The company secretary
Defamation
Minutes

9. Directors’ meetings

Framework of meetings
Directors’ meetings
Convening directors’ meetings
Agenda
Procedural issues
Board committees
Disclosure of interests
Related party transactions
Care and diligence and the business judgment rule
Insolvency
Minutes
Directors’ meetings versus public sector meetings

10. Convening and conducting general meetings

Convening general meetings
Proxies
Direct voting
Quorum
Adjournment of a general meeting
Voting
Adjournment
Voting

11. Annual general meetings and other meetings

Planning issues
Motions and resolutions
Rules of debate
The AGM; AGM planner
Validating irregularities
Class meetings
Meetings under external administration
Minutes — issues for general meetings

12. Simulated general and directors’ meetings

Textbook

Horsley’s Meetings Procedure, Law and Practice 5th Edition (LexisNexis, approx $80 with CSA discount). While not prescribed, you should purchase or have access to LexisNexis’ Australian Corporation Practice ($560 with CSA discount).

Public Sector Accountability and Transparency

This subject is designed for the public sector and provides a highly practical review of key issues relating to governance roles in the public sector and the regulatory framework in which they operate.

1. Operational context

Who is accountable?
To whom is one accountable?
What should be transparent?
Measuring outputs and outcomes
Control and public trust

2. Governance frameworks and principles (1)

OECD governance framework
An integrated global approach to governance
Governance standards
Comparing private and public sector governance
Commitment to compliance

3. Governance frameworks and principles (2)

Achieving performance and compliance in the public sector
Does the public sector need effective governance?
Governance practice and performance — key research findings
Governance ratings and performance
How control is exercised in governance standards
Conclusions on governance standards

4. Governance and the machinery of government

The Constitution
Setting government direction
Public sector management reform

5. Records and reporting

Records
Financial reporting
Audit
Government business enterprises and companies

6. Managing knowledge and information

Information, data and technology as a public asset
Technological change and innovation
Internet website applications and management
Data protection legislation
Confidentiality
Sources of information on law, regulation and administrative best practice
Intellectual property

7. Introduction to meetings

Directors’ meetings versus public sector meetings
Parliamentary government
Parliamentary committees
Agenda
Procedural issues
Case study: ‘Tasmania Together’

8. Public sector boards

Types of public sector entities
Public versus private sector boards
Board models
Separation of powers and role clarity
Appointment of board members
Board committees
Uhrig Review

9. Public sector reporting

Purpose of public sector reports
Private versus public sector reports
Types of public sector reports
Characteristics of a good public sector performance report

10. Stakeholders and interested parties

Who are the stakeholders?
Internal stakeholders
External stakeholders
The private sector
Case Study: ‘Tasmania Together’

11. Auditor-General and other public sector accountability mechanisms

The role of accountability
Parliamentary accountability mechanisms
Oversight institutions
Freedom of information legislation

12. Transparency and conflicting interests

Transparency
Conflicts of interest

Textbooks — To be advised

Corporate Governance

This subject ties together the full range of legal, managerial and ethical issues which affect corporate governance best practice. It identifies the best practice principles which students can apply in their own corporate or governmental situations.

The following is an outline of the subject.

1. Elements of corporate governance

Definitions of ‘corporate governance’
Key elements of corporate governance
The Corporations Act and corporate governance
Regulatory regime
Corporate Governance Disclosure Listing Rule
Corporate governance guidelines

2. Role and function of boards

Corporate governance and the role of the board
General characteristics of the board

3. A. Role and function of boards (cont)

The board’s role in formulating strategy
Different types of boards

B. Board performance assessment

Do companies review the performance of their boards?
Why review board performance?
How can board performance be assessed?
What are the key areas that the board should consider when assessing its own performance?
Measuring board performance
Individual director assessment
Guidelines covering board reviews

4. Composition of boards

Board composition
The separation of chair and CEO

5. Board structures

What is the role of the chair?
Committees of the board
Audit Committees

6. Role of shareholders and stakeholders

The growing influence of shareholders
The dynamics of Australia’s institutional investors
Why do institutional shareholders take an interest in governance?
Examples of institutional involvement
Institutional codes of practice
Continuous disclosure
Exercise of shareholder’s rights
Expressing the voice of shareholders

7. Ethics and governance

Ethics -v- regulation
Resolving corporate questions from an ethical perspective
Ethics and corporate governance

8. Corporate social responsibility

Definition
CSR contexts

9. Directors’ and executive remuneration

Remuneration considerations
Why is remuneration an important corporate governance issue?
The role of remuneration committees
What information must b disclosed about director and executive remuneration in Australia?

10. International models of corporate governance

Sarbanes Oxley Act
Comparative corporate governance
A classification of corporate governance systems
Convergence or divergence
Characteristics of the Australian corporate governance model

11. Sector models of corporate governance

Governance in the not-for-profit sector
Governance in government-owned enterprises
Governance in the public sector

12. Review and examination preparation

Risk and Compliance

This subject ties together the fundamental frameworks of risk and compliance. It provides a practical foundation of approaches to both risk and compliance management. It highlights legal requirements in terms of privacy, trade practices and occupational health and safety.

1. Risk management framework

Risk management framework
Developing a risk culture
Standards and guidelines
Introduction to tools and techniques
Enterprise wide risk management
Risk management reporting

2. Business continuity management

Implementing business continuity management
Developing a business continuity plan
Risk identification
Standards and guidelines

3. Compliance frameworks

Regulatory requirements for compliance
Compliance standards and guidelines
Key elements of an effective compliance framework
Implementation
Compliance risk assessment
Disclosure and reporting obligations
Tools and techniques

4. Compliance approaches

Enterprise wide compliance management
Implementation of a compliance program
Centralised versus decentralised approaches
Industry-specific compliance issues
Reporting information systems and staffing infrastructure
Effective reporting of risk and compliance
Responsibilities of the board and management

5. Reputation risk

Reputation — risk or outcome?
Key drivers of reputation risk
Reputation risk case studies
Tools and processes to manage reputation risk

6. Trade Practices Act compliance

Competition and consumer protection framework
Trade Practices Act 1974
ACCC’s investigatory and enforcement powers
Essential elements of trade practices compliance management
ACCC’s template compliance program obligations

7. Privacy compliance

Privacy in practice
Privacy reform

8. Project governance

Projects and policy in the public sector
The role of project management
Enterprise-based project governance
Best practice project governance
Current issues and developments

9. Risk and insurance

The insurance industry
Types of insurance
Alternative risk transfer arrangements
Key developments

10. HR compliance

Employment law and regulation
The employment contract
Occupational health and safety
Achieving compliance through due diligence

11. Superannuation — the regulatory framework

Regulatory rules
Regulation of superannuation investments
Other key sections in the SIS Act
Key cases
Superannuation reform

12. Case study and subject review

Case study — ABC Energy
Reflection
Revision

Textbooks — To be advised

Corporate Accounting

This subject focuses on the level of accounting required by non-business graduates. It provides an understanding of the broad principles and the environment in which profitable results are achieved and how to interpret and analyse these results.

1. Introduction to accounting — its nature and purpose

Accounting concepts, principles, assumptions and standards in Australia
The end products of the accounting process

2. Financial accounting reports for decision-making

The balance sheet
- items included — classification and valuation
- effect of different forms of ownership
The income statement
- different formats for different business sectors
- gross profit and net profit
- classification of expenses

3. The double-entry recording process as the basis for preparing financial reports

Recording transactions according to the rules of debit and credit
The need for balance day adjustments and their impact on the financial reports

4. The statement of cash flows

Preparation and general format of cash flow statements

5. Analysis and interpretation of financial statements

Percentage analysis
- horizontal analysis
- trend analysis
- vertical analysis
Ratio analysis
- profitability ratios
- liquidity ratios
- asset management ratios
- financial stability ratios
- market performance and share performance measures

6. Audit and external review

The role of the auditor
Fair presentation of financial statements
Legal responsibility
Going-concern assumption

7. Introduction to management accounting

The difference between financial accounting and management accounting
Cost concepts, cost objects and cost behaviour

8. Cost allocation and cost accounting systems

The problems of overhead allocation in determining unit cost
Conventional volume-based methods versus activity-based methods
Job costing

9. Understanding cost-volume-profit relationships

Calculating breakeven point in units or dollars
Various applications of cost-volume-profit relationships

10. Relevant costs for decision-making

Principles of identifying relevant costs
Various applications of relevant costing

11. Strategic and business planning

The principles of strategic management and the formulation of strategies
Converting corporate strategies into operating budgets

12. Measurement of performance

Performance evaluation in a responsibility accounting system
Levels and types of performance measures
Financial versus non-financial performance measures

Textbook

Hoggett, Edwards and Medlin, Accounting (Wiley, 7th edition, approx. $90 with CSA discount).

Corporate Financial Management

This subject is designed to enable non-business graduates to become knowledgeable and competent in the skills of corporate financial planning, and in understanding the impact of the fiscal environment on companies and other entities and on their decision-making.

1. Financial management — the essence of business survival

Financial management and financial management decisions
The balance sheet and financial management decisions
Alternative forms of business organisation
The goal of financial management
Agency problems with control
The role of financial markets

2. Financial statements — analysis and interpretation

Working with financial statements
Cash flow and financial statements
Financial statements analysis
Du Pont identity and other groupings
Using financial statements for planning growth
Financial planning models and per cent of sales forecasting
Limitations in using financial statements to assess the past or future performance

3. Financial mathematics — the basic tool of finance

The aim of financial mathematics
Single cash flows
- future value and compounding
- present value and discounting
Determining the discount rate or period taken to get a required investment yield
Present and future value of multiple cash flows
Valuing equal cash flows — annuities and perpetuities
Comparing rates — the effect of compounding periods
Financial calculators revisited

4. Principles of valuation — stocks and bonds

General principles of valuation
Valuing bonds and stocks
Estimating bond yields, dividend and capital gain yields

5. Investing in capital projects (capital budgeting)

Investing and the capital budgeting process
Types of investment projects
Net present value
Internal rate of return
Present value index
Payback period and discounted payback period
Accounting return on investment

6. Competitive advantage

Investing and strategic planning
Competitive advantage and other strategic tools
Guiding principles for cash flow estimation
Common capital budgeting errors
Quantitative and qualitative risk management tools

7. Risk and capital budgeting

Investors’ attitudes to risk
Measuring historical risk with standard deviation
Estimating future risk with standard deviation
Volatility and capital market efficiency
Causes of share price variation
Risk and return on a portfolio investment
Risk-adjusted hurdle rates for capital budgeting

8. Financing the business

Financing and the financial system
Trends in the debt/equity financing pattern
Short-term or long-term financing
Sources of debt, equity and hybrid financing
Methods for raising debt, equity or hybrid finance
Mechanisms to expedite raising finance
Leasing as a debt financing equivalent
Distinguishing financial and operating leases

9. Capital structure — more or less debt

Advantages and disadvantages of debt financing
Fixed costs — a driver of operating and financing risk
Linking leverage to required returns with the SML and with the WACC
Capital structure theories — how they help
Professional lenders — how they assess credit risk
Transaction costs and lumpy fundraising
Practical issues in financing

10. Business restructuring

Types of and motives for mergers and acquisitions
Possible merger mechanisms
Calculating the benefits and costs of mergers
Defensive measures — conflicts of interest
Divestments — leveraged buyouts versus conglomerates
Bankruptcy — involuntary reorganisation

11. Treasury decisions

An overview of the treasury function
Judgment — the key for sound treasury policies
Treasury risk measures
Derivatives and other tools of the treasury trade

12. The global marketplace

International financial management
Foreign exchange markets
Drivers of foreign exchange uncertainty
Issues in international capital budgeting
Other current global market issues

Textbook

Ross et al, Fundamentals of Corporate Finance (Irwin McGraw-Hill, 4th Australian edition, approx. $84 with CSA discount)

Note: all subjects accord with the corresponding modules under ICSA’s International Qualifying Scheme.