DA12-Governance and Corporate Law

D12-Governance and Corporate Law

Learning outcomes

On successful completion of D12, students should be able to:

1. Describe corporate governance systems and policies
2. Explain types of limited companies, and the articles of association, its effect and alteration
3. Compare share and loan capital and explain the rules relating to the financing of companies
4. Explain the rules relating to the management, administration and governance of companies
5. Explain the legal rules relating to corporate insolvency

Topic	Weighting
Corporate governance	25%
Companies and legal personalities	20%
Capital and financing of companies	20%
Management, administration and governance of companies	20%
Corporate insolvency	15%

Content

1. Corporate Governance

   1. Principles of corporate governance 
      • Explain the principles of good corporate governance
      • Explain the importance of the principles of good corporate governance
   2. Corporate governance legislation and codes 
      • Explain the provisions made by international codes of corporate governance
      • Distinguish between principles based and rules based governance frameworks
   3. Board of directors 
      • Explain the roles and responsibilities of the board of directors
      • Describe the structure of an effective board
   4. Directors’ remuneration 
      • Explain the importance of appropriate director’s remuneration systems
      • Describe the various types of director remuneration systems
      • Explain the importance of performance based remuneration systems
   5. Relations with shareholders and stakeholders 
      • Explain the differences between shareholders and stakeholders
      • Explain the importance of dialogue between the various stakeholders and the company
      • Describe the importance of the annual general meeting
   6. Reporting on corporate governance
      • Explain the role of management in reporting on corporate governance
      • Describe the functions of the audit committee
      • Describe the importance of effective communication and accountability 86

2. Companies and Legal Personalities

   1. Concept of separate personality
      • Explain the consequences of separate legal personality
      • Describe examples of situations where separate personality will be ignored
   2. Types of companies
      • Identify and explain the different types of companies
   3. Incorporation of a company and its implications
      • Describe the procedures for forming and registering companies
   4.  The Articles of Association – effect and alteration
      • Explain the role and duties of company promoters

3. Capital and Financing of Companies

   1. Share capital
      • Distinguish between different types of capital
      • Explain the differences between different classes of shares
   2. Loan capital
      • Explain companies borrowing powers
   3. Capital maintenance
      • Explain the concepts of capital maintenance and capital reduction

4. Management, Administration and Governance of Companies

   1. Company directors
      • Explain the roles of directors
      • Describe the ways in which directors are appointed and leave office
   2. Powers and duties of Directors
      • Describe the powers of the board, the chief Executive and individual directors to bind their company
      • Explain the duties that directors owe to their companies
   3. Officers of the company
      • Explain the duties and powers of a company secretary
      • Explain the duties and powers of company auditors
   4. Meetings and resolutions
      • Describe the purposes of annual general meetings and other general meetings
      • Describe the procedure for calling general meetings
      • Distinguish between different types of resolution

5. Corporate Insolvency

   1. Liquidation and winding up of a company
      • Discuss the ways that a company can cease to exist
   2. Compulsory winding up
      • Explain the meaning of compulsory winding up
   3. Voluntary winding up
      • Explain the meaning of voluntary winding up
      • Describe the main procedures associated with voluntary winding

up Format of the exam

Section	Marks
Section A: 2 compulsory questions, 25 marks each	50
Section B: Any 2 out of 3 questions, 25 marks each	50
TOTAL	100

Time allowed: 3 hours, plus 15 minutes reading time

Recommended reading

• ZiCA D12 Governance and Corporate Law Study Manual