COMSATS University, Islamabad- Lahore Campus

Department of Management Sciences

Defense Road, Off Raiwind Road, Lahore

Course Handbook

1. Semester: 6th
2. Program: BSAF
3. Course Title: Corporate Governance
4. Course Code: MGT 401
5. Credit Hours: Three [3]
6. Course Instructor Ms. Tayyba Noreen
7. Email [email protected]
8. Supporting Team Members:
9. Contact Hours (Theory): 3 hours per week
10. Office Hours

11. Course Introduction:

This course aims to introduce the basics of corporate governance, the importance of practicing
corporate policies, the need of sound and transparent governance structure of the firm, and
appropriate handling of the governance issues in a company. The core concepts of corporate
governance include understanding of the general governance structure of a firm, the internal and
external corporate documents, the description and role of major governing bodies, the rights of
the corporate authorities and shareholders, corporate transactions, information disclosure,
control and audit procedures, and implications of the charter capital.

12. Course Objectives

• Explain the concept of corporate governance, why governance is important for
corporations as well as for society at large.
• Describe how corporate governance structures evolved and how academic interest and
political/social concerns developed.
• Analyze the main actors and structures of corporate governance and show how their
interaction and functioning differs across national economies, industries and with the
development stage of firms.
• Discuss open issues concerning the future evolution of corporate governance in the
context of globalization.

13. Learning Outcomes

 • Understand the conflicting interests of various stakeholders that managers are confronted
wit h and the mechanisms available to realign them.
• Understand how the market environment and regulations impact corporate governance.
• Be able to critically assess existing corporate governance structures and practices.
• Be able to participate in ongoing public and political debates on corporate governance and
corporate social responsibility.

Text Books Corporate Governance: Principles, policies and practices by

A.C.
Fernando (2011), Pearson Education in South Asia 
Corporate Governance by Kim and Nofsinger , 3rd Edition.

• Corporate Governance: An Introductory Text For Pakistan by

S.A Butt
• Casebook on Corporate Governance and Management Practices
in Pakistani Organizations by Muntazar Bashir Ahmed
• Corporate Governance in Public Sector Enterprises by SM
Dewan
• Revised Code of Corporate Governance by SECP 2019
• Manual of Corporate Governance by SECP and PICG
Additional Readings • Latest Board of Survey conducted in Pakistan by PICG
• www.secp.gov.pk
• www.picg.org.pk
• www.kse.com.pk

14. Course Contents

What is corporate governance, and why is good governance so important to the efficient running
of companies, and to society at large? In this course we shall examine corporate governance: its
sources and development in history and in law, as well as its importance to the functioning of a
modern economy.
15. Lecture/Lab Schedule
Weeks Topic of Lecture Reading Assignment
Introduction to Corporate Governance What
is Corporate Governance (CG)? A.C Fernando (2011),
Week 1 • Historical Perspective of CG Corporte Governance
• Issues in Corporate Governance Chapter 1
• Benefits of CG
 The Theory and Practice of Corporate Governance
• The concept of Corporation
• Theoretical basis of Corporate Governance A.C Fernando (2011),
Week 2 Corporte Governance
• Corporate Governance Mechanisms
Corporate Governance Systems Chapter 2

• What is “Good” Corporate Governance?

Corporate Governance Failures- Case Study Robert Wearing
ENRON (2005), Cases in
Week 3 Corporate
Governance
Business Ethics and Corporate Governance Case
• Introduction to Business Ethics
• Importance and need for business ethics A.C Fernando (2011),
Week 4 • Roots of unethical behavior Corporte Governance
• Unethical Issues Chapter 10
• Corporate Governance Ethics
• Sound CG and Ethics
Board of Directors A.C Fernando (2011),
• Types of board Corporte Governance
• Types of directors Chapter 7
• Composition and Balance of Board
Week 5
• Functions of Board
• Role of Board in CG
CASE: ENGRO CHEMICALS PAKISTAN LIMITED-
BUSINESS DISASTER OVERCOME

Week 6 Sessional 1

Corporate Governance and Shareholders

• Types of Shareholders Corporate
Week 7 • Mutual Funds Governance by Kim
• Role of Institutional Shareholders & Nofsinger
• Types of Shareholders Activism Chapter 7.
• Potential Roadblocks to Effective Shareholder
Activism
• International Perspective

Corporate Governance and Other Stakeholders

• Pillar of Corporate Governance
• Element of Corporate Governance A.C Fernando (2011),
Week 8 • Corporate Governance and employees Corporte Governance
• Corporate Governance and customers Chapter 6
• Corporate Governance and Creditors
CASE: WORLDCOM
 Financial Disclosure and Transparency A.C Fernando (2011),
• Need and importance of disclosure Corporte Governance
• Important disclosures in Corporate Chapter 9;
Week9 Corporate Governance Failures- Case Study Robert Wearing
Parmalat (2005), Cases in
Corporate
Governance
Banks and Corporate Governance
• Banks and Corporates
• Why Corporate Governance in banks?
• Why Corporate Governance is Different for Banks A.C Fernando (2011),
Then for Firms Corporte Governance
Week 10 • Corporate Governance and the World bank Chapter 9
• Basel Committee on Corporate Governance
• Sound Corporate Governance practices of bank
CASE: CRESCENT STANDARD INVESTMENT
BANK LIMITED-GOVERNANCE FAILURE
Corporate Governance Failures in Financial Sector
-Case Studies Robert Wearing
• Baring Banks (2005), Cases in
Week 11 • CG & Failure of UK Banking Corporate
Governance
• Financial crisis of 2008
• Punjab Bank failure

Week 12 Sessional 2 Exam

Corporate Social Responsibility

• Introduction  What is CSR? A.C Fernando (2011),
Corporte Governance
• Justification for CSR
Week 13 Chapter 11;
• Scope of Social Responsibility
• Social responsibility and Pakistani
Corporations
•
Development of Corporate Governance in Pakistan
• Corporate Failures in Pakistan
• Corporate Governance Code
• Institutional Framework
• Corporate Governance in South Asia
Week 14 &
• Efforts of Securities and exchange commission of To be Advised
15 Pakistan (SECP)
• Efforts of State bank of Pakistan (SBP)
• Current challenges and suggested measures
CASE: PAK ARAB REFINERY LIMITED
(PARCO)MANAGEMENT OF CIRCULAR DEBT
 Hand Book of
Corporate
Governance Issued by
SBP;
Manual of Corporate
Management as Key Player in Corporate Governance issued by
Governance SECP;
• Legal and regulatory provisions relating to
Relevent parts of
Week 16 management
Pakistan Corporate
• Issues of Governance in Management
Governance Code
• Remuneration and Incentives of Executives Latest Version
Corporate
Governance by Kim
& Nosfinger
(Chapter 2 )

16. Course Assessment

The a ssessment of this module shall have following breakdown structure
 First Sessional Test 10%
 Second Sessional Test 15%
 Terminal Examination 50%
 Quizzes/Assignments 25%

The minimum pass marks for each course shall be 50%. Students obtaining less than 50% marks in any
cours e shall be deemed to have failed in that course. The correspondence between letter grades , credit
points, and percentage marks at CUI shall be as follows:

Grades Letter Grade Credit Points Percentage Marks

A ( Excellent) 4.0 90and above

A- 3.7 85-89
B+ 3.3 80-84
B (Good) 3.0 75-79
B- 2.7 70-74
C+ 2.3 65-69
C (Average) 2.0 60-64
C- 1.7 55-59
D (Minimum passing) 1.3 50-54
F (Failing) 0.0 Less than 50

Assignments and Quizzes.

Week 02: 1st Assignment 03 marks
 Week 03: 1st Quiz 04 marks
Week 07: 2nd Quiz 05 marks
  Week 08: 2nd Assignment 04 marks
 Week 12: 3rd Quiz 04 marks
 Week 13: 3rd Group Assignment/Presentation 05 marks

Assignments will be assigned during the semester and normally related to the topic
covered. I am looking for an honest effort so students do not need to copy assignments. My
objective is to make you learn and you should try to do the assignments by yourself.
Quizzes will be unannounced so students should be ready for quiz in each class. Normally
the quiz will be of the recent topics covered.

.
17. Methodology:

The above mentioned course objectives will be materialized through different modes of class
interactions i.e.
1. Class lectures
2. Class Discussions, presentations
3. Case studies and seminars
4. Assignments and Quizzes

18. Students Responsibilities

1. Student must go through the assigned readings before coming to the class.
2. Students are required to attend all the classes; minimum attendance requirement is 80%.
They are fully responsible for the information missed in the class due to absence
3. The class participation will carry weightage in final grading.
4. Quizzes will be surprised in class quizzes and there will be no make-up for missed
quizzes
5. Students are required to write a project report on the working and the impact of various
Local and Global Financial Institutions.

19. Attendance Policy

Every student must attend 80% of the lectures/seminars delivered in this course and 80% of the
practical/laboratory work prescribed for the respective courses. The students falling short of the
required percentage of attendance of lectures/ seminars/ practical/ laboratory work, etc., shall
not be allowed to appear in the terminal examination of this course and shall be treated as
having failed this course.