module specification

Corporate governance is the system by which companies are directed and controlled. It is concerned with the internal aspects of the company, such as internal control, and the external aspects, such as the organisation’s relationship with its shareholders and stakeholders.

The 2008 financial crisis exposed significant shortcomings in the corporate governance and risk management of financial services firms. This has led to an increased emphasis on effective governance by the Organisation for Economic Cooperation and Development (OECD), the International Association of Insurance Supervisors (IAIS), the Financial Stability Board (FSB) and the Basel Committee on Banking Supervision (BCBS), and in particular to enhancements to the international scheme of prudential and capital regulation for banks and investment firms through the adoption of Basel III.

The review of corporate institutions carried out by Sir David Walker in 2009, the work of the

Parliamentary Commission on Banking Standards (PCBS), and the Turner Review on the future of financial services regulation and supervision concerning governance and risk management have contributed to putting corporate governance high on both the Financial Conduct Authority (FCA) as well as the Prudential Regulatory Authority’s (PRA) agenda.

MODULE AIMS

• This module aims to provide a detailed, critical and evaluative knowledge of corporate governance and risk management for Financial Services organisations.
• On successful completion of this module, you will be able to:
• appraise the international importance of corporate governance and risk management within the financial services industry;
• have a critical understanding of legal and regulatory corporate governance requirements;
• appreciate the role of corporate boards and senior managers in the corporate governance arrangements of financial services firms; and
• Critically evaluate the elements of an effective corporate governance and risk management framework financial services firms should adopt.

No pre-requisites. Not available for Study Abroad.

The module will include:

• Principles and practice of Corporate Governance
• Major theories of corporate governance
• Corporate governance architecture
• The Senior Managers and Certification Regime (SMCR)
• Risk appetite, risk management and internal controls
• Individual accountability and regulatory as well as criminal sanctions for breaches
• Board composition, authority and shareholder rights
• Directors’ duties and financial risk management
• The roles of executive directors and NEDs / iNEDs
• Establishment of sustainable business model and a strategic consistency
• Management information (MI) and transparency
• Incentives and remuneration practices
• Identifying and managing conflicts of interests
• Requirements related to gender, age, educational, professional and geographical diversity
• The role of corporate culture in corporate governance and risk management
• The relationship between corporate governance and corporate social responsibility
• Whistleblowing arrangements and requirements

Overview

Students will be taught by a combination of online lectures, interactive online seminars, one-to-one supervision, and self-study of a comprehensive module, with students encouraged to read from specified case law and legal journals. Students will be given the opportunity to discuss theoretical issues as well as practical problem solving.  Students will be supported in undertaking on-line research using electronic law databases and encouraged to use on line legal resources on a regular basis. There is a virtual learning environment containing handbooks, lecture notes, weblinks, discussion groups, study skills materials and assessment criteria. 

Experiential Learning

Students will be encouraged to respond to realistic case-studies relating to the sector, giving written legal opinions to clients in the style of a professional legal advisor. As an alternative core for the LLM award, students will be able to undertake and experiential learning project. Students will also be able to participate in the extracurricular experiential learning offered within the Law School, including the Pro Bono Clinic and the Mooting Club.

Study Support

Students will have regular access to module tutors by email and by one-to-one video conferences to support their studies. They will also engage with one formative assessment for each module, which will be marked promptly with opportunities for feedback either by email or individual online discussion.

On successful completion of the module, you will be able to do the following:

1. Critically discuss the of corporate governance and risk management arrangements of financial services firms. (LO1)
2. Evaluate the role of the Senior Managers and Certification Regime (SMCR) within the context of corporate governance and risk management (LO2)
3. Confidently discuss risk appetite, risk management and internal controls in relation to  corporate governance and risk management.(LO3)
4. Synthesise relevant laws, regulation and guidance, and apply them to problem scenarios relevant to corporate governance and risk management in financial services. (LO4)
5. Demonstrate confidence, resilience, ambition and creativity and to act as inclusive, collaborative and socially responsible professionals in their discipline. (LO5)

The module adopts the assessment strategy principles of GSBL which have been developed in the spirit of ESJ. These are:

1. The School is committed to ensuring that each student should not have more no more than 2 assessment points per 20 credit module.
2. We provide balanced forms of assessment, both in terms of its overall volume (measured in terms of assessment points and output required and the types used.
3. Group activities are part of the learning and teaching strategies but assessment is at the level of the individual. Thus, assessment focused on individual reflections and learning from participating in a group activity.
4. Flexibility/choice in assessment methods will be introduced wherever possible in order to facilitate different learning studies and support personalization

Assessment of the module will be by way of coursework, giving a choice of either a critical analysis of contemporary issues and/or experiential employment-related practical exercises.

In line with our policy on facilitating formative feedback to students, the assessment strategy is designed to provide formative feedback on a piece of contributing summary assessment before another summative component is due to be submitted.

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