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The University of Southampton

LAWS6160 Corporate Governance

Module Overview

Companies are the business vehicle of choice world-wide and one of the key issues both for investors and for regulators is the structure, composition and responsibilities of the board of directors. The real power in a company tends to be concentrated in the board with the result that directors may be inclined to advance their own interests rather than the interests of the investors (while risking the investors’ money, of course). When companies collapse, often with substantial losses to investors and creditors, regulators too want to know why the board failed to manage the business in a sustainable way. Hence, corporate governance is the key issue in the sustainability of large enterprises. Corporate governance is about the structure and composition of boards of directors, especially in traded companies (i.e. companies with shares traded on stock exchanges). Much of the UK Corporate Governance Code, which leads the world in this regard, is focused on the structure, role and responsibilities of the board. The Code is ‘soft’ law, but is a significant regulatory tool coupled with the framework of hard law regulation of traded companies (statute and stock exchange rules). Practically every developed economy has a corporate governance code, most are based on the UK Code, and there are international examples as well, such as the G20/OECD Principles of Corporate Governance. All focus on the role of the board. This module will focus on board governance issues, from composition and structure, to tasks and responsibilities, particularly with respect to risk management, strategy, long-termism and sustainability.

Aims and Objectives

Learning Outcomes

Knowledge and Understanding

Having successfully completed this module, you will be able to demonstrate knowledge and understanding of:

  • A1. The national framework of corporate governance based on the UK Corporate Governance Code (which is itself the basis for many codes world-wide), especially the role of non-executive directors.
  • A2. The legal duties of directors with respect to reporting on the sustainability of the enterprise - the link between sustainability and the legal duty to promote the success of the company as required by the companies legislation which addresses the crucial question: ‘In whose interests should a company be run?'
  • A3. How directors address and report on risk management, especially how narrative reporting is used to manage risks to the viability of the business including climate-related financial risks in a way that reflects public interest in the management of private enterprise.
Subject Specific Intellectual and Research Skills

Having successfully completed this module you will be able to:

  • B1. Analyse and critique core principles, concepts and doctrines of corporate governance.
  • B2. Critically evaluate legal materials (legislation, soft law, and cases as appropriate), journal articles, Governmental and non-Governmental reports.
  • B4. Communicate effectively knowledge of governance structures and issues in the traded company and present reasoned arguments coherently and apply them effectively to practical corporate problems.
Transferable and Generic Skills

Having successfully completed this module you will be able to:

  • C1. Analyse complex written texts and evaluate differing arguments
  • C2. Develop and present written arguments supported by appropriate evidence.


The syllabus will focus upon (traded companies only): - The role of corporate governance codes, soft versus hard law, considering the UK Code especially, but also international initiatives such as the G20/OECD Principles of Corporate Governance which are substantially derived from the UK Code; - Issues surrounding board composition – the role of executive and non-executive directors – independence and competence – diversity issues - Managing sustainability -– long-termism and sustainability of the entity - in whose interests should a company be run – shareholders or stakeholders – requiring companies to disclose the risks to their businesses and the impacts of their business on stakeholders. - Managing risk – the key role of the directors in identifying, managing and reporting on risks to the viability of the enterprise, including climate-related financial risk.

Learning and Teaching

Teaching and learning methods

Teaching methods include - 2 hour weekly seminars, with opportunities for individual student presentations on a rota basis which will help you develop your oral presentation skills – you will also receive feedback on your presentation. Learning activities include: - Directed and additional reading, as per distributed reading lists reproduced on Blackboard; - Engagement with media business reports so you can relate the materials being discussed to contemporary controversies.

Independent Study130
Total study time150

Resources & Reading list




Class discussions


MethodPercentage contribution
Open Book Exam  (48 hours) 100%


MethodPercentage contribution
Open Book Exam  (48 hours) 100%


MethodPercentage contribution
Open Book Exam  (48 hours) 100%

Repeat Information

Repeat type: Internal & External

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