Corporate Governance and Directors’ Duties

The information contained in this module specification was correct at the time of publication but may be subject to change, either during the session because of unforeseen circumstances, or following review of the module at the end of the session. Queries about the module should be directed to the member of staff with responsibility for the module. 

This module aims to:

• Develop students’ capacity for critical thinking around corporate governance
• Engage students in the current academic debates surrounding corporate governance and directors’ duties
• Stimulate the academic interest of students in crucial and contested issues of contemporary importance, including the tensions that exists between and around the main stakeholders in the corporation such as the board of directors, the owner shareholders, society, the environment, etc.

Learning Outcomes

• (LO1) Students will be able to demonstrate a critical understanding of the nature and functions of a company and its theoretical underpinnings.
• (LO2) Students will be able to demonstrate a critical understanding of the ways in which the law seeks to control corporate behaviours.
• (LO3) Students will be able to demonstrate a critical understanding of the challenges that company directors face in achieving corporate objectives.
• (LO4) Students will be able to undertake effective research in the field of corporate law by producing tailored advice to specific target audiences (e.g. the Board of Directors).
• (LO5) Students will be able to apply legal knowledge to complex practical situations and draw reasoned conclusions supported by legal authority.
• (S1) Communication (oral and written) skills – oral skills will be developed in class seminars, whilst written skills will be advanced in the two summative assessment tasks.
• (S2) Time and project management - Personal organisation. The module will have clearly set deadlines and tasks.
• (S3) Academic writing (including referencing) skills – students will develop this specific communication skill through writing their coursework submissions.
• (S4) Research skills – students will be asked to do independent research to engage with literature and other resources throughout the module.
• (S5) Improving own learning and performance. The major part of the module will rely on self-learning. The handbook will provide directions for self-learning and required and additional literature for each topic.
• (S6) Develop skills in reading, analysing and synthesising different viewpoints and presenting findings/conclusions in clear, comprehensible, structured format, with detailed argumentation where appropriate.
• (S7) Engagement with a wider audience – students will develop this communication skill through future contact with the legal and accountancy professions (with guest lectures being planned)

Module content will change slightly year-to-year. Indicatively, topics may include:

• The nature and purpose of the corporation
• The theoretical underpinnings of corporate law and the concept of corporate governance
• The role of shareholders
• The composition and role of the board of directors
• Directors duties and the Companies Act 2006
• Corporate Remuneration
• Shareholder activism
• Resource Allocation – investing in today and the future
• International corporate governance

Students will be informed of the specific syllabus in any given year ahead of their selection of the module.

Teaching Method 1: Seminars

• Scheduled Directed Student Hours: 11 x 2 Hours (22 hours)

Unscheduled Directed Student Hours: 178.

• Description: Interactive seminars will run in every week (excluding reading week). Seminars will focus on the key issues raised by the module. Each seminar will have a bespoke, detailed, reading list alongside discussion points and questions to frame and support student learning.