Corporate Governance: Principles and Models

The details
Essex Law School
Colchester Campus
Postgraduate: Level 7
Thursday 03 October 2024
Friday 13 December 2024
01 June 2022


Requisites for this module



Key module for

LLM M22212 Corporate Responsibility and Business Law,
LLM M22224 Corporate Responsibility and Business Law

Module description

This module examines the concepts, theories and models of corporate governance and their implications and challenges for business law and practice.

Corporate governance determines the roles, responsibilities, accountability and interaction of corporate insiders such as shareholders, directors and managers within the corporation as well as their relationship with external 'stakeholders' such as employees, creditors and consumers.

The module adopts thematic, case study and comparative approaches to corporate governance and considers the nature and goals of a corporation, ideological foundations of corporate governance and the causes of, and possible solutions to, different agency problems, goals of a corporation.

It will examine the debate between 'shareholder value' and 'enlightened shareholder value' and mechanisms for protecting various stakeholder interests. The module critically examines theoretical debates and doctrines of corporate governance in the light of regulatory responses to certain corporate crises.

The module draws on rules, practices, and materials from different national jurisdictions and international institutions and reflects some degrees of comparative analysis and interdisciplinarity. Case study exercises will also enable you to explore the approaches of different disciplines to corporate governance, including law, management, philosophy and ethics.

You will have an opportunity to discover the strengths and weaknesses of taking global, contextual and comparative approaches to corporate governance.

The module will combine elements of taught instruction and group discussion in weekly lectures and interactive seminars requiring your active participation in the whole group under guidance of the tutor.

Module aims

The aim of this module is to introduce you to the sources, concepts, theories and models of corporate governance and to enable you to describe and discuss the legal, practical and business contexts in which they operate.

The module aims to provide you with intellectual knowledge and the conceptual and practical skills necessary to understand and assess the merits and limitations of corporate governance models and practices.

It aims to equip you with effective independent research, communication and interpersonal skills for study and employment.

It aims to contribute to and improve your decision making and risk management in business and enable you to implement corporate governance models at different organisational levels.

The module also aims to develop appropriate research methodology skills and improve comparative and case study analytical skills

Module learning outcomes

The learning outcomes for the module are to:

1. Demonstrate a comprehensive understanding of the sources, theories and models of corporate governance and be able to describe and discuss the legal, practical and business context in which they operate, including their benefits, limitations and challenges;

2. Demonstrate understanding of the historical context and development of corporate governance

3. Demonstrate a comprehensive understanding of applicable regulatory approaches to corporate governance;

4. Demonstrate critical awareness of relevant issues and identify and explain key legislations, cases, texts and procedures on corporate governance and evaluate critically the law in this field on pragmatic, commercial, moral, policy and/or other grounds;

5. Read legislation and case law and apply them critically to specific legal, business and other situations;

6. Identify and evaluate critically large and complex amounts of legal data from more than one source or jurisdiction;

7. Evaluate the business environment, and critically analyse and apply legal data to specific facts and deduce likely outcomes where law is indeterminate;

8. Demonstrate independent legal research and study skills, including multi-disciplinary research and use of library-based resources; and

9. Identify, select and organise materials and produce coherent and convincing arguments and demonstrate critical thinking and effective and persuasive oral and written communication skills.

Module information


The academic content of the module may include:

1. Introduction to Corporate Governance- Introduction to module; Meaning, roles and tools of corporate governance; Sources of corporate governance rules and standards. Key Corporate Governance Roles: Shareholders, Directors, Board of directors; Independent directors, Managers, Institutional investors; Corporate governance reporting

2. Theories of Corporate Governance: Separation of ownership and control; Agency; Stewardship; Transaction Cost Economics; Realist; Organic; Shareholder primacy; Enlightened shareholder value; Stakeholder Model

3. Corporate Governance Models: Unitary Board, Dual Board, State-centric; Varieties of corporate governance models;

4. Board of Directors: Structure; Membership; Functions; Powers; Accountability; Committees

5. Individual Director Responsibility: Responsibilities and roles, Accountability, Remuneration, Performance evaluation; Election, tenure and termination of office

6. Shareholders: Shareholder meetings; Shareholder resolutions; Shareholder actions; Shareholder remedies; Derivative claims; Institutional shareholders; Socially responsible investment; EU Shareholder Rights Directive 2014

7. Special Corporate Forms: Family-owned companies; Government-owned companies; Not-for-profit companies

8. UK Corporate Governance: Cadbury Report 1992; Greenbury Report 1995; Hampel Report 1998; Turnbull Report 1999; Higgs Report 2003; Smith Report 2003; Combined Code 2003 (now known as the UK Corporate Governance Code 2015), Turner Review 2009; Walker Review 2009; Vickers Report 2011; UK Stewardship Code 2012; UK Corporate Governance Code 2015

9. Comparative Corporate Governance: Institutions and corporate governance- culture, politics, religion; Anglo-American model versus other models; Convergence debate; Regulation of corporate governance; Corporate governance codes; OECD Principles of Corporate Governance 2015

Learning and teaching methods

This module will be taught via weekly 2-hour seminars. The module teaching team will upload all relevant teaching materials on Moodle. You will find reading lists, the textbook, weekly handouts or PPS notes on Moodle. The materials in question are designed both to help you navigate the material to be covered in the seminars and to equip you to analyse the required readings. You will be expected to have completed the required readings in advance of your seminars.



Assessment items, weightings and deadlines

Coursework / exam Description Deadline Coursework weighting
Coursework   Essay (LW942 Corporate Governance)    100% 

Exam format definitions

  • Remote, open book: Your exam will take place remotely via an online learning platform. You may refer to any physical or electronic materials during the exam.
  • In-person, open book: Your exam will take place on campus under invigilation. You may refer to any physical materials such as paper study notes or a textbook during the exam. Electronic devices may not be used in the exam.
  • In-person, open book (restricted): The exam will take place on campus under invigilation. You may refer only to specific physical materials such as a named textbook during the exam. Permitted materials will be specified by your department. Electronic devices may not be used in the exam.
  • In-person, closed book: The exam will take place on campus under invigilation. You may not refer to any physical materials or electronic devices during the exam. There may be times when a paper dictionary, for example, may be permitted in an otherwise closed book exam. Any exceptions will be specified by your department.

Your department will provide further guidance before your exams.

Overall assessment

Coursework Exam
100% 0%


Coursework Exam
100% 0%
Module supervisor and teaching staff



External examiner

Dr Gary Lynch-Wood
University of Manchester
Senior Lecturer
Available via Moodle
No lecture recording information available for this module.


Further information
Essex Law School

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