CG

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University of Dhaka
Department of Accounting & Information Systems
Master of Professional Accounting (MPA) Program
Course:Corporate Governance and Ethics
Course Objectives
The course aims to develop an understanding of the underlying theories and practices of
Corporate Governance which are relevant to the contemporary business environmentin the
national and international contexts. It is also designed to foster candidates' understanding of
ethics and the ethical influences on economic, financial, managerial and environmental aspects
of business.
Learning Outcomes
On successful completion of this course, students should be able to:
 Understand the theoretical and practical concerns of corporate governance in the context
of corporate regulationat home and abroad.
 Analyze the implications of theory and practice of corporate governance in the dynamic
operating conditions of business firms.
 Recognize the theory and practice of managing ethics in organizations.
 Criticallyevaluatevarious ethical issues/dilemmas in business and respond prudently.
Course Contents
1. Corporate Governance (CG): Introduction and Theoretical Frameworks
Definition of CG, Importance of CG, Historical Perspective of CG; Theoretical
Frameworks: Agency Theory, Stewardship Theory, and Transaction Cost Economics,
Stakeholder Theory, Resource Dependence Theory, Theory of Managerial Hegemony; CG
Systems: Insider System, Outsider System.
2. CG Mechanisms
Internal Mechanisms: Board of Directors (BOD): Size, Composition (Executive, Non-
Executive, and Independent Directors), Board Leadership–Splitting the Role of Chairman
and Chief Executive Officer, Board Committees–Audit Committee, Nomination Committee,
Remuneration Committee, Training and Orientation of Board Members, Performance
Evaluation of BOD; Ownership Structure and Control;Internal Audit, Assessing the Role of
Internal Audit in CG; Internal Control and Corporate Governance: Definition of Internal
Control, Constituents of a Sound System of Internal Control, Internal Control and Reporting,
Internal Control Audit.

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External Mechanisms: Monitoring by Block-holders and Analysts, External Auditors,
Competition and Takeovers, Regulation and Enforcement.
3. CG Model and Practices
“ShareholderLed” (“PrinciplesBased”) or “RegulatorLed” (“RulesBased”) Approach to CG,
Anglo-Saxon Model, Continental-European Model, Japanese Model, Convergence and
Divergence of Different Systems; Global Best Practices of CG: ICGN Statement on Global
CG Principles,OECD Principles, SAFA Best Practices, UNCTADCG.
4. CG in Developing and Transitional Economics
Corporate Governance in Developing and Transitional Economics, Governance Problems
Faced by Developing and Transitional Economics, Suggestions to Improve the Current
Corporate Governance settings in Developing and Transitional Economics; Corporate
Governance: Bangladesh Scenario, CG Reforms in Bangladesh: Voluntary Code of BEI, the
SECCG Guidelines: Contents and Implementation Status of CG Guidelines,Public vs.
Private Sector Governance, Futureof Corporate Governance in Bangladesh.
5. Corporate Disclosure Practices
CorporateDisclosures; Mandatory vs. Voluntary Disclosures; Determinants of Corporate
Disclosures; Consequences of Corporate Disclosures.
6. Corporate Risk Management and Risk Reporting
Corporate Risk; Categories of Risk; Identification, Assessment and Measurement of Risk;
Risk Modeling, VaR; Targeting and Monitoring risk; Methods of Risk Management; Risk
Reporting.
7. Corporate Ethics
Ethics; Ethical theories; Reasons for Unethical Corporate behaviors;Conflict of Interests and
Consequences ofUnethical Behaviors; Promoting and Reinforcing Corporate Ethical Culture;
Ethical Behavior and Internal Governance Mechanisms; Ethical Leadership from BOD;Code
of Ethics relevant to Accounting Professionals (IFAC or other Professional Body's
Code);Ethical Dilemmas, Rules-based and Principle-based Approaches to Resolve Ethical
Dilemmas, Whistle Blowing Policies and Procedures to Support Ethical Behavior; Ethical
Audit; Cases Study on Corporate Ethics.
8. Corporate Social Responsibility and Reporting
Corporate Social Responsibility (CSR), CSR Theories, Different Approaches to
CSR,Corporate Ethics vs. CSR, CSR Practices of Bangladeshi Companies;
CorporateCommitments towardsEnvironment, Environmental Practices of Bangladeshi
Companies, Social and Environmental Disclosures.
9. Sustainability Issues and Integrated Reporting
Corporate Sustainability Issues, Sustainability Reporting, Internal and External Benefits of
Sustainability Reporting, Global Reporting Initiative (GRI) Guidelines on Sustainability

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Reporting, External Assurance on Sustainability Reporting; Integrated Reporting, History of
Integrated Reporting, Integrated Reporting Framework of International Integrated Reporting
Council (IIRC).
Recommended Texts:
1. The Companies Act, 1994
2. Clarke, Thomas. International corporate governance: A comparative approach (2007,
Routledge).
3. Banks, Erik. Corporate governance, financial responsibility, controls and ethics (2004,
Palgrave Macmillan).
4. Solomon, Jill. Corporate governance and accountability (2007, John Wiley & Sons).
5. Chowdhury, Dhiman. Incentives, Control and Development: Governance in Private and
Public Sector with Special Reference to Bangladesh (2004, University of Dhaka).
6. Farrar, John. Corporate governance: theories, principles and practice (2008, Oxford
University Press).