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Course Description:

Introduces students to the applicable and relevant laws and practices on the Philippine Corporate Governance as practiced in businesses. It focuses on the concepts, scope and objectives of the Philippine Corporate Governance Reform Movements, Expanding the Constituencies of the Board of Directors, The Primacy of the Board of Directors in Corporate Governance, Raising the Bar of Accountability and Responsibility for the Board of Directors, The System of Independent Directors, Evolving a System of Professional Directorship, Promoting Corporate Governance Reforms in the Philippines, The State of the Stakeholder Theory in the Private Sector and Public Corporate Governance. Students are expected to demonstrate understanding of the concepts, objectives and laws as well as apply them in making corporate and management decisions in business and practical situations.

Course Credit: Course Prerequisite: Major Competency:

3 units Fourth Year Standing/Terminal Semester

Demonstrate management knowledge, analytical thinking, and strategic skills in analyzing, interpreting and evaluating the setting up of Corporate Governance in businesses as part of the firms strategic positions.

Course Objectives:


Conceptualize corporate governance in terms of objectives and scope by picking interest and creating relevance for students with real world cases such as the functions of the board of directors. 2. Develop strategies for properly implementing and monitoring corporate governance on higher level management perspectives. 3. Interpreting the state of stakeholder theory, including transparencies, accountability and fairness to the stakeholders.

Values Objectives:

1. Demonstrate intellectual skills such as abstract logical thinking and learn the process of critical and creative thinking (the 2. 3. 4.
generation of new ideas); visualization (seeing things in the minds eye); and reasoning skills (the discovery of a rule or principle) underlying the relationship between two or more objects in solving situations. Demonstrates interpersonal skills required of an accountant working in groups and as a team player; persuasiveness, confidence and diplomacy; discreetness, open-mindedness and patience, hard work and ability to respond well to pressure. Demonstrate effective communication skills in listening, speaking and writing at all organizational levels specifically in justifying ones position, delivering impressive presentation and to persuading and convincing others. Demonstrate high level of performed in meeting public interest in accordance with the highest ethical standards of professionalism: Integrity: Demonstrate the ability to carry out duties according to the ethics of the profession. Communicate professional limitations, favorable information and professional judgment effectively Objectivity and independence: Communicate information fairly, objectively and fully all relevant information that could reasonably influence an intended users understanding of the reports, comments and recommendations presented. Professional competence: Maintain an appropriate level of professional competence by continuous self-development and performance of ones professional duties in accordance with relevant laws, regulations and technical standards. Prepare objectives, complete reports and recommendations after appropriate analysis of relevant and reliable information. Confidentiality: Refrain from disclosing confidential information acquired in the course of their work, except when authorized, and when legally obligated to do so; Professional behavior: Discharge ones professional responsibilities with competence and diligence, the best of ones ability with concern for those whom the services are performed and consistent with the professions responsibility to the public. Demonstrate the ability to discern between what is morally right or wrong.


COURSE ORGANIZATION: No of Hours 15 TOPICS (CONTENT) Unit I. Concepts and Scope of Corporate Governance A. The Philippine Corporate Governance Reform Movement Significance of the term Corporate Governance Coverage of the Philippine Corporate Governance History of Philippine Corporate Governance B. Theories on Corporate Governance Doctrine of Maximization of Shareholder Value Versus Theory on Corporate Social Responsibility Perceived Prevailing Principles under the Corporation Code C. Expanding the constituency of the Board of Directors Paradigm Shift: Adopting the Stakeholder Theory for Covered Corporations The End of Corporate Governance Reform Movement? LEARNING COMPETENCIES (OBJECTIVES) I. Conceptualize corporate governance in terms of scope and objectives A. Interpret the framework for understanding social responsibility. Concept Development Gapped Discussions Expository Discussions (Research) B. Evaluate the relationships between stakeholders value and corporate governance Mastery test STRATEGY/ METHODOLOGY ACTIVITIES EVALUATION TOOLS RESOURCES

Textbooks Reference Books E Journals

Formative Test Situational analysis on corporate governance and board functions Case analyses on corporate governance and board functions (Enron Case)

Cases: A. B. C. D.

Asian Financial Crisis Enron Case Subprime Mortgage US Financial Crisis

C. Examine the effective

implementation of expanding the constituencies of the Board of Directors


Hours 15

(CONTENT) Unit II. Models for Board of Directors in Corporate Governance

(OBJECTIVES) II. Apply the models to board of directors in corporate governance business and economic decisions



Demonstration A. The Primacy of Board of Directors in Corporate Governance The Corporation Package under the Corporation Code Principles of Centralized Management Agency Codes Treatment of the Principle of Centralized Management The Business Judgment Rule B. Raising the Bar of Accountability and Responsibility for the Board of Directors The Perceived Role of the Board of Directors under the Corporation Code Recalibrating the Business Judgment Rule for Covered Corporations Agency Code: Exacting the Duties and Responsibility Lead to Exacting Expanded Liabilities C. The System of Independent Directors A. Defining the Role of Independent Directors B. Agency Codes Provision on Independent Directors C. Evolving a More Responsive System A. Discuss the primacy of board of directors in corporate governance Brain storming Philipps 66

Graphical presentations Oral Case Presentations Output/Product (Model for Board of Directors Organizational Structures)

Group think and Corporate Governance Reform: Changing the formal and informal decision making processes of corporate boards. Andrew Howard, Southern California Interdisciplinary Law Journal; 2011, Vol. 20 Issue 2, p425457, 33p

B. Evaluate the accountability and responsibility for the board of directors.

Corporate Governance and Shareholder Value Maximization: An African Perspective. KyereboahColeman, Anthony. African Development Review. Sep2007, Vol. 19 Issue 2, p350-367. 18p. 5 Charts. DOI: 10.1111/j.14678268.2007.00165.x.

C. Examine the system of independent directors on a responsive system

Newspapers (Issues on Board of Directors implementing corporate governance) Reference Books E Journals

of Independent Directors D. Board Officers Meaning and Significance of Term Board Officers Chairman of the Board Corporate Secretary Other Board Officers D. Recognize the responsibilities and functions of the board of directors and officers


No of Hours 15

TOPICS (CONTENT) Unit III. Business Strategies Applied to Corporate Governance A. Evolving a System of Professional Directorship Operating Paradigm of Good Corporate Governance under the Corporation Code Gauging the Agency Codes Innovative Provisions against the Corporation Code Using By Laws Enabling Clause to Usher-In Corporate Governance Reforms B. Promoting Corporate Governance Reforms in the Philippines Administrative Penalty Schemes Manual of Corporate Governance Corporate Governance Guidelines

LEARNING COMPETENCIES (OBJECTIVES) III. Develop strategies applicable for corporate governance


Paradigm flaw in the boardroom: Governance versus management. Waitzer, Edward J.; Enrione, Alfredo. International Journal of Disclosure & Governance. 2005, Vol. 2 Issue 4, p348356. 9p

A. Demonstrate the evolvement of a

system of professional directorship through the operating paradigm of goods governance

Buzz Discussion Philipps 66

Comparative analysis for the results using the different strategies for corporate governance Case analysis Model building

Textbook E Journals
Corporate Governance Revisited: Can the Stakeholder Paradigm provide a way out of "VULTURE" CAPITALISM IN Eastern Europe? Dragneva, Rilka O.; Simons, William B. Review

B. Illustrate the promotion of

corporate governance reforms in the Philippines by trainings, scorecards and firm valuations

and the Use of Market Forces Formal Training of Directors and Board Officers in Corporate Governance Corporate Governance Scorecard Project Linking Corporate Governance to Firm Valuation PSEs Maharlika Board Establishing a System of Arbitration to Promote Corporate Governance Settlement Organizing effective Minority Stockholders and Stakeholders Associations

of Central & East European Law. 2002, Vol. 27 Issue 1, p93-111. 19p The Arbitration Blame Game: Notes On Developing an Effective Corporate Arbitration Program. Full Text Available By: Bennett, Steven C. Dispute Resolution Journal. FebApr2005, Vol. 60 Issue 1, p34-37. 4p. 1 C. Justify the state of stakeholder theory in the private sectors

C. The State of Stakeholder Theory in the Private Sector Quo Vadis Stakeholder Theory in Philippine Jurisdiction? The future of Stakeholder Theory in the Private Sector

FINAL EXAMINATION Required Textbook: Other Resources: The Law and Practice on Philippine Corporate Governance, by Dean Ceasar L. Villanueva, 2011 Edition John R. Boatright. (2007). Ethics and the Conduct of Business. (Pearson Education, New Jersey). Anne T. Lawrence. (2005). Business and Society: Stakeholders, Ethics and Public Policy. (McGraw Hill, Boston) Debbie Thome McAllster. (2003). Business and Society: A Strategic Approach to Corporate Citizenship, 1st ed. (Boston: Houghton Miffin)


Grades will be computed as follows: Class Standing * Quizzes Major Examination Total 20% 40% 40% 100% Prelim Grades Midterm Grades Final Grades Total 30% 30 40 100%

* Class standing includes seat works and case analysis

1. 2. 3.

Examination and Quizzes Institutional/ Departmental Prelim, Midterm and Finals Quizzes- there must be at least twice every grading period. All quizzes should be announced. Other course requirements Researches will be given only if appropriate for the topics being discussed. Model for Firms Corporate Governance- Group Outputs Academic Honesty

All accountancy students are expected to be academically honest. Cheating, lying and other forms of immoral and unethical behavior will not be tolerated. Any student found guilty of cheating in examinations or plagiarism in submitted course requirement/s will ( a the minimum) received 5.0 (equivalent to FAILED) on the particular activity. Plagiarism and cheating refer to the unauthorized use of books, notes or otherwise securing help in test; copying test, research or term papers; representing the work of another person as ones own; collaborating, without authority, with another student/s during an examination or in preparing academic work; signing another students name on attendance sheet/s; or otherwise, practicing scholastic dishonesty.