Postgraduate education - Handbook 2022 - Governance Institute of Australia
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Postgraduate education Handbook 2022 Graduate Certificate of Applied Corporate Governance and Risk Management Graduate Diploma of Applied Corporate Governance and Risk Management Governance Institute of Australia is registered by the Tertiary Education Quality and Standards Agency (TEQSA) as an Institute of Higher Education. TEQSA Provider ID: PRV12019.
Contents
About Governance Institute of Australia
About our postgraduate courses 2
Graduate Certificate of Applied Corporate Governance and Risk Management 3
Graduate Diploma of Applied Corporate Governance and Risk Management 6
Non-award study 8
Fees 2022 9
Learning with the experts 10
Studying online 11
Learning resources 12
Student prizes 12
Subject content 13
Admissions requirements 29
Advanced standing 32
Key dates and enrolment information 33
Assessment requirements 35
Assessment dates 35
Leave of absence 36
Membership of Governance Institute of Australia 37
Key policies 37
Application for admission form 38
About the Governance Institute of
Australia
Governance Institute of Australia advocates for a community and Standards Agency (TEQSA) as an Institute of
of 42,000 governance and risk management professionals, Higher Education, and our two postgraduate courses
equipping our members with the tools to drive better are accredited by TEQSA as part of our registration
governance within their organisation. We tailor our resources requirements.
for members in the listed, unlisted and not-for-profit
sectors, and ensure our member’s voice is heard loudly. We run a strong program of thought leadership, research
projects and news publications and draw upon our
As the only Australian provider of chartered governance membership of the Chartered Governance Institute to
accreditation, we offer a range of short courses, monitor emerging global trends and challenges to ensure
certificates and postgraduate study to help further the our members are prepared. Our members know that
knowledge and education of the fast-growing governance governance is at the core of every organisation — and in
and risk management profession. Our organisation these tumultuous times, that good governance is more
is registered by Australia’s Tertiary Education Quality important than ever before.
2 Postgraduate courses | About the Governance Institute of Australia
About our
Postgraduate courses
Governance Institute of Australia offers two postgraduate levels). Studying with Governance Institute will give you an
courses: education of the highest standard from industry- leading
governance and risk management thought leaders,
• The Graduate Certificate of Applied Corporate academics and practitioners. Our postgraduate courses
Governance and Risk Management are unrivalled in Australia for the depth of insights and
• he Graduate Diploma of Applied Corporate
T level of practical application they provide. Designed and
Governance and Risk Management.1 taught by leading experts, industry practitioners and
academics, our courses give you the specialist skills and
Our two postgraduate courses are accredited by TEQSA
knowledge to enhance your career and become the driving
as meeting course requirements under the Australian
force of strong governance and sound risk management,
Qualifications Framework (AQF) at Level 8 (honours,
which drives organisational performance.
postgraduate certificate and postgraduate diploma
Graduate Certificate of Applied
Corporate Governance and Risk
Management
Our Graduate Certificate of Governance and Risk Management provides a foundation in the study of governance and risk
management. It is suitable for professionals working in both the private and public sectors. The learning outcomes for
this course are to:
• conceptualise knowledge of the theories and principles related to the legal regulation of governance and risk
compliance, and appropriate strategic approaches
• ritically appraise and apply corporate governance principles, as well as best practices in risk management for
c
the board of organisations
• identify and critically evaluate sources of finance with their associated risks and returns
• evaluate the impact of corporate conduct, behaviours and culture on risk and compliance management practices.
Students who complete the Graduate Certificate in Applied Corporate Governance and Risk Management from
1
Governance Institute of Australia will receive full credit for their successfully completed Graduate Certificate subjects
upon successful admission to the Graduate Diploma of Applied Corporate Governance and Risk Management course.
Postgraduate courses | 2022 Handbook 3
Students complete four (4) subjects to a total of 40 credit points based on their sector of employment or interest (private
or public sector):
Public Law Finance for Decision
Public sector
and Government Making
Graduate Certificate
of Applied Corporate Risk and
Governance and Risk Compliance
Management
Applied
Private sector Corporate Law Corporate
Governance
Students may complete these subjects in the order of their choice. However, commencing with Applied Corporate Law or
Public Law and Government is recommended. Subject outlines are available from page 13 of this Handbook.
Course duration • evote appropriate time to assignment and exam
d
preparation for each subject.
The Graduate Certificate is offered either full-time or Students in full-time employment are recommended to
part-time. Students typically take between 1–2 years undertake 1-2 subjects per semester of enrolment. You
to finish this course. You are expected to enrol in each are expected to consider your professional and personal
semester after you commence your course. A maximum commitments carefully when deciding the number of
of two leave of absence (LOA) sessions may be permitted subjects you will study each semester, noting the course
from your semester of commencement. A maximum must be completed in a maximum of three (3) years from
of three (3) years is permitted. One year requires the your first semester of commencement.
completion of four subjects over two semesters. Two
years requires the completion of four subjects over four After successful completion of the Graduate Certificate,
semesters. students have the option to:
Students are expected to maintain satisfactory progress • Graduate with the Graduate Certificate; or
by passing all subjects as they progress through their
• atisfy entry to the Graduate Diploma of Applied
S
course. Students who fail to make academic progress may
have restrictions imposed on further enrolment or may
Corporate Governance and Risk Management where
be identified as ‘at risk’ students, who will be notified and they will receive advanced standing for their four
supported as Governance Institute deems appropriate Graduate Certificate subjects towards the Graduate
under its Progression and Unsatisfactory Academic Diploma of Applied Corporate Governance and Risk
Progress Policy. Management. You will need to submit a separate
Application for Admission.
We offer two semesters each year, commencing in March
and August (semester dates are listed on page 33 of this
handbook).
Academic workload
Each subject requires students to attend two (2) hours a
week of teaching over 12 weeks for each subject. You are
also expected to:
• evote a minimum of four (4) hours a week for
d
each subject to private study, (including reading of
prescribed texts, preparing for classes, etc) and for
participating in online discussion forums outside of
formal teaching
4 Postgraduate courses | About our Postgraduate courses
The outcome for you • Develop the best risk management strategies for
your organisation by having in-depth knowledge
• Be the driving force for strong applied about:
corporate governance and risk management • legal, regulatory and compliance
practices. requirements including the Corporations Act
• Confidently fulfil your responsibilities as 2001 and ASX
a highly regarded and qualified ‘Risk and • Listing Rules- frameworks and approaches
Governance Professional’. to manage complex risk issues.
• Improve your financial literacy and enhance • Boost your earnings potential and give yourself
your skills to make informed financial the competitive edge in your career.
decisions to deliver financially well-considered
• Join a network of leading risk managers,
business outcomes.
governance professionals and business leaders.
Is this course right for you?
This course supports:
Early career company Senior company secretary Governance consultant
secretary or governance or governance professional
Showcase your point of
professional
Enhance your professional difference with your insights
Gain technical skills and credentials with an internationally from Australia’s leading
practical insights. recognised designation. postgraduate course in
governance.
Postgraduate courses | 2022 Handbook 5
Graduate Diploma of Applied Corporate
Governance and Risk Management
The Graduate Diploma of Applied Corporate Governance
and Risk Management is a unique offering in the corporate
Professional accreditation
governance and risk education space. This accredited The Graduate Diploma of Applied Corporate Governance
postgraduate course draws from real-life case studies and and Risk Management is the only course in Australia
practical examples to equip you with hands-on knowledge that is accredited by and can lead to membership of the
and ultimately position yourself as your organisation’s Chartered Governance Institute (CGI).
greatest asset for driving responsible risk management
and good governance. As with the Graduate Certificate,
this course is ideal for governance and risk management
Course structure
practitioners and senior managers with responsibility for Students complete six (6) subjects to a total of 60
governance and risk management functions. It is also highly credit points. Students choose subjects based on their
relevant for governance practitioners seeking to broaden sector of employment or interest (public or private) and
their risk management skills. then the Qualifying Program they wish to qualify for
upon completing the course — Chartered Secretary or
This course provides two dedicated pathways, leading to Chartered Governance Professional.
two qualifying programs, where students exit with one
Students must successfully complete Phase 1 subjects
Qualifying Program:
(x4) before they can enrol in Phase 2 subjects (x2) to
• Qualifying Program for Chartered Secretary; OR complete the six (6) subjects:
• Qualifying Program for Chartered Governance
Professional.
Graduate Diploma of Applied Corporate
Governance and Risk Management
The learning outcomes for this course are to:
Core subjects (x4 subjects)
• conceptualise knowledge of the theories and
Applied Corporate Law OR Phase 1
principles related to the legal regulation of
Public Law and Government
governance and risk compliance, and appropriate (private / public sector)
strategic approaches
Corporate Governance
• critically appraise and apply corporate governance Finance for Decision Making
principles, as well as best practices in risk Risk and Compliance
management for the board of organisations
Qualifying program Qualifying Program Phase 2
• identify and critically evaluate sources of finance with for Chartered for Chartered
their associated risks and returns Secretary (x2 Governance
subjects) Professional
• evaluate the impact of corporate conduct, behaviours
(x 2 subjects)
and culture on risk and compliance management
practices Corporate Enterprise Risk
Accountability: Management
• exercise appropriate judgment to advise the Meetings and
board on the expectations of and compliance with Disclosure (private
regulatory legal requirements (Qualifying Program for sector); OR
Chartered Secretary) or Public Sector Risk Management
Accountability and Project; OR
• critically apply methods for the development, Transparency (public
enhancement and sustainment of robust risk culture, sector)
supported by enterprise risk management (Qualifying
Program for Chartered Governance Professional). Development of Development of
Strategy Strategy
6 Postgraduate courses | About our Postgraduate coursesCourse duration: Academic workload
The Graduate Diploma is offered either full-time or part- Each subject requires students to attend two (2) hours a
time. Students typically take between 2–3 years to finish week of teaching over 12 weeks for each subject. You are
this course. You are expected to enrol in each semester also expected to:
after you commence your course. A maximum of two
leave of absence (LOA) sessions may be permitted from • devote a minimum of four (4) hours a week for
your semester of commencement. A maximum of four (4) each subject to private study (including reading of
years is permitted. Two years requires the completion of prescribed texts, preparing for classes, etc) and for
six subjects over four semesters. Three years requires participating in online discussion forums outside of
the completion of six subjects over six semesters. We formal teaching; and
offer two semesters each year, commencing in March and • devote appropriate time to assignment and
August (semester dates are listed on page 33).
examination preparation for each subject.
Students are expected to maintain satisfactory progress Students in full-time employment are recommended to
by passing all subjects as they progress through their undertake 1-2 subjects per semester of enrolment. You
course. Students who fail to make academic progress may are expected to consider your professional and personal
have restrictions imposed on further enrolment or may commitments carefully when deciding the number of
be identified as “at risk” students, who will be notified and subjects you will study each semester, noting the course
supported as Governance Institute deems appropriate must be completed in a maximum of four (4) years from
under its Progression and Unsatisfactory Academic your first semester of commencement.
Progress Policy.
The outcome for you • Be the driving force for strong risk management
practices.
• Be the driving force for good governance • Confidently undertake your responsibilities
practices. as a highly regarded and qualified ‘Risk and
• Confidently undertake your responsibilities Governance Professional’.
as a highly regarded adviser to the board and • Develop the best risk management strategies for
management. your organisation by having in-depth knowledge
• Be an internationally recognised Chartered about:
Secretary or Chartered Governance • legal, regulatory and compliance
Professional. requirements including the Corporations Act
• Boost your earnings potential and give 2001 and ASX
yourself the competitive edge in your career. • Listing Rules- frameworks and approaches
• Join a network of leading directors, officers, to manage complex risk issues.
senior executives, governance professionals
and risk managers.
Postgraduate courses | 2022 Handbook 7Non-award study
For applicants who do not wish to undertake the Graduate Certificate or Graduate Diploma of Applied Corporate
Governance and Risk Management course, Governance Institute also offers Non-award study — where students can
study a maximum of two (2) subjects offered within our Graduate Certificate Course without requiring formal admission
to the course.
Non-award study is perfect for those who wish to either upskill themselves and develop knowledge based on up to two
of the Graduate Certificate subjects we offer; and for those who would like to undertake a postgraduate subject without
having to commit to undertaking a formal postgraduate course.
Non-award study is available in two (2) modes of study:
1. Where a student enrols in the subject/s of their choice from the Graduate Certificate of Applied Corporate Governance
and Risk Management as a non-award student and undertakes the assessment items that lead to a grade in the subject.
Students must undertake and pass all assessment requirements and the subject overall to be granted advanced
standing (specified academic credit) for the non-award subject, if they later decide to apply for admission to the Graduate
Certificate or Graduate Diploma of Applied Corporate Governance and Risk Management course. These students pay
the same subject fee (as students enrolled in the Graduate Certificate course (refer to Fees 2022 on page 9); or
2. Where a student enrols in the subject/s of their choice from the Graduate Certificate of Applied Corporate Governance
and Risk Management as a non-award student, they may attend all classes and discussion forums and access the
course materials but can choose to not undertake the assessment items. Students in this mode of study will be
ineligible for advanced standing (specified or unspecified academic credit) if they later decide to apply for admission to
the Graduate Certificate or Graduate Diploma of Applied Corporate Governance and Risk Management course. These
students pay 75 per cent of the total fee for the subject (refer to Fees 2022 on page 9)
A maximum of two (2) subjects from the below list can be studied in non-award mode:
• Applied Corporate Law (suitable for private sector employees)
• Public Law and Government (suitable for public sector employees)
• Corporate Governance
• Finance for Decision Making
• Risk and Compliance
Subject outlines are available on page 13.
8 Postgraduate courses | Non-Award StudyFees 2022
Course fees 2022
Course fees for 2022 are charged each semester based on the number of subjects you study:
Course Fee for subject 2022 Estimate course fee
$2,290 (non-members) $9,160
Graduate Certificate of Applied Corporate
$2,180 (subscribers) $8,720
Governance and Risk Management (4 subjects)
$2,030 (members) $8,120
$2,290 (non-members) $13,740
Graduate Diploma of Applied Corporate
$2,180 (subscribers) $13,080
Governance and Risk Management (6 subjects)
$2,030 (members) $12,180
Non-award study* Fee for subject 2022 Estimate course fee
$2,290 (non-members)
Fee per subject with completion
$2,180 (subscribers) N/A
of assessment items
$2,030 (members)
$1,718 (non-members)
Fee per subject without completion of
$1,635 (subscribers) N/A
assessment items (75% of subject fee)
$1,523 (members)
*A maximum of two (2) subjects may be completed in Non-award study mode.
Ancillary fees 2022*
Item 2022 Fee
Withdraw from course on or before semester census date for 1 subject enrolment $350
Withdraw from course on or before census date for each additional subject of enrolment $100
Appeal for Advanced Standing (RPL / Credit) Outcome Fee (refunded if appeal upheld) $50
Review of Grade (RoG) Fee $25
Students who take leave of absence from a course after the census date will be liable for 20% of subject fee
the fees charged at a pro-rata rate of the fee for the subject from the commencement
date to the date of receipt of notice plus a 20% non-refundable administration fee
for that subject, unless there are extenuating circumstances supporting a withdrawal
without academic penalty, in which case the student will receive a full refund.
Access to learning materials in a subject for which Advanced Standing was granted 75% of subject fee
*Note Governance Institute has the right to increase fees at its discretion in-line with the Governance Institute of
Australia Student Fees Policy. You should also budget for textbooks that are prescribed as essential reading in most
subjects. As a guideline, a textbook can cost about $130 new in hard copy. The price varies depending on the textbook
prescribed in each subject. Note if a student fails a subject, they will need to re-enrol in and repeat that subject and pay
the full-tuition fee for that subject.
Postgraduate courses | 2022 Handbook 9Learning with the
experts
You’ll have some of Australia’s leading business and law academics and governance and risk management experts
as course directors, guest presenters and subject authors. Our course directors are handpicked to ensure that you’re
exposed to the highest levels of technical knowledge, professional experience and communication skills.
Our Subject Management Teams comprise academics and practitioners who are subject matter experts. They regularly
review and update the learning materials to ensure they reflect current law and practice.
Lecturers
Some of our Lecturers include:
• Dr Kevin Adams, former Deputy Pro Vice-Chancellor, Business Learning & Teaching, RMIT University
• Nathan Bartrop FGIA FCG , Governance Advisor, Boardroom Governance
• Dr Marco Bini FGIA FCG , Former Director, Policy and Coordination, Victorian Auditor-General’s Office
• Glenn Burke, Principal, Proactive Business Advice
• Dr Ulysses Chioatto FGIA , Adjunct Professor, University of New England
• Laurie Factor FGIA(Life) FCG , former Senior Lecturer, School of Business Law, Curtin University
• Associate Professor Anil Hargovan, School of Taxation and Business Law, University of New South Wales
• Sonia Joksimovic FGIA FCG , Company Secretary, Boardroom Matters Pty Ltd
• David Kelley FGIA FCG , Dirctor, Kelley & Co
• Joanne MacDonald FGIA , Maclsles Consulting
• Mark McCoy FGIA FCG , Managing Director, McCoy & Associates Pty Ltd
• Damian McKenzie-McHarg, Business Partner Risk — Southern Region, TAFE NSW Riverina Institute
• Associate Professor Michael Tarrant, Convenor/Chair of International ISO Working Group 3
• Philip Thomas FGIA FCG , Managing Director, Oakland Group Pty Ltd
• Peter Whelan FGIA FCG , Lecturer, School of Economics & Finance, Queensland University of Technology
• Dr David White FGIA FCG , former Program Leader: Leadership Capability, (SA) Dept of Premier & Cabinet, Public Sector
Management Division
• Associate Professor Lidia Xynas, Director of Teaching and Learning, Victoria University
View a comprehensive list of the academics
and practitioners involved with the postgraduate
courses at governanceinstitute.com.au/
Postgrad
10 Postgraduate courses | Learning with the expertsStudying online
Our subjects are all delivered by online education in 2022.
Online learning centre
The Online Learning Centre provides you with additional resources to use while studying. Access to the Online Learning
Centre is included in your enrolment fee. It offers you:
• Your subject outline — detailing the topics taught, the assessments and their due dates, reading lists and your
lecturer’s contact details, etc.
• all your subject notes
• the assignment questions
• access to two comprehensive online library services
View our Online Learning
• module summary and academic skills videos Centre demonstration video at
governanceinstitute.com.au/
• an assessment guide to help you tackle your assignment and exam
Postgrad
• a sample exam paper to help you prepare for exams.
Postgraduate courses | 2022 Handbook 11Learning resources
We provide comprehensive learning materials to support you whatever your preferred mode of study.
Subject notes and readings
These subject notes and readings are regularly reviewed by our Subject Management Teams (SMTs). You have unlimited
access to the digital copies of these materials. If you prefer, you can also purchase a hard copy of the materials via the
Online Learning Centre directly from the printer. In addition, we have negotiated with publishers substantial discounts on
all prescribed textbooks for our students.
Academic skills videos
There are several academic skills videos compiled by our leading academics available on the Online Learning Centre to
assist with your learning needs. The videos include:
• Academic referencing
• Effective note taking
• Academic writing
• Critical analysis
• Class — time management
• Revision strategies
• Research tips
• Examination techniques
• Assignment skills
Online classroom
The fully interactive online classroom provides additional resources and a highly flexible means of communication.
The online classroom gives you:
• weekly lectures and discussion sessions with your lecturer and fellow students
• guest presenters (if appropriate) for specific topics or matters
• recorded lecture sessions to assist with your revision.
• live discussion sessions with your lecturer and other students. These sessions may be recorded, this is left up to the
lecturer and class to decide as Chatham House rules apply.
• assessment preparation
• direct email contact with your lecturer.
Student prizes
Prizes for academic excellence are awarded annually in subjects at a national level and are recognised at an awards
event in March of the following year. A list of prize winners is published in Governance Institute’s professional journal.
12 Postgraduate courses | Learning resourcesSubject content
The following subjects are offered across the Graduate Certificate and Graduate Diploma of Applied Corporate
Governance and Risk Management:
• Applied Corporate Law • Finance for Decision-making
• Corporate Accountability: Meetings and Disclosure • Public Law and Government
• Corporate Governance • Public Sector Accountability and Transparency
• Development of Strategy • Risk and Compliance
• Enterprise Risk Management • Risk Management Project
Graduate Certificate of Applied Corporate Governance and Risk Management
Graduate Diploma of Applied Corporate Governance and Risk Management
Subject content
TheThe
knowledge,
knowledge,skills andand
skills confidence gained
confidence gained
fromfrom
the globally recognised membership
the globally recognised membership andand
Chartered Secretary
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designation allowed
allowed
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me to work locally and internationally in
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nownow
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Marcin Firek Firek
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Company Secretary,
Company Woolworths
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4 Applied Corporate
Managing knowledge Law
and information 82. Principles
Give a reasoned opinion on the types of corporate
of meetings
structures available to a variety of types of
• Intellectual property
This subject provides a detailed examination of the
• Members’ and directors’ meetings
organisations and their appropriateness
• Information,
legislation anddata and case
relevant technology
law andas a corporate
principles asset
of equity • 3. Form of meetings
Critically appraise the legal and other issues arising
• and their practical
Technological application
change to the effective governance
and innovation • The role and
in complex structure
scenarios ofapply
and company meetings
relevant law such as
of companies, including relevant company secretarial under the relevant legislation in jurisdiction
• Internet website applications and management • Meetings under the Corporations Act 2001
practice and compliance issues. It also focuses on the
• Data protection
impact legislation
of the Corporations Act 2001 (as amended) and • 4. Specific
Critically meeting
examine the impact of the
requirements forexternal regulatory
listed companies
environment on the operation and structure of
• Confidentiality
these other sources of law upon effective corporate • The chair
commercial organisations
administration by company secretaries and other • The company secretary
professionals in governance and risk management. 5. Demonstrate and exercise appropriate judgment on
5 ASX and listing presenting advice on commercial and legal issues in a
• Overview of ASX 9 Directors’
relevant formmeetings
Subject learning outcomes (SLOs)
• Listing on ASX • Framework of meetings
1. Conceptualise knowledge of the theories and
• Prerequisites for admission to the official list • Directors’ meetings
principles related to the management and regulation
• ASXofListed Securities
commercial organisations • Convening directors’ meetings
• Agenda
6 ASX market integrity and corporate governance • Procedural issues
Postgraduate courses | 2022 Handbook 13
• Market integrity • Board committeesIndicative content
Module 1 Legislative framework
• Legal framework of the corporate Module 7 Corporate fundraising
legislation • Debt and equity fundraising
• The company secretary in 2022 • Definitional issues
• Consequences of breaching duties • Requirements for paying dividends
• Licensing and disclosure
Module 2 The registration process and corporate
• Secured finance and the PPSA
authority
• An overview of managed investment
• Classification of corporations
schemes
• The registration process
Module 8 Equity fundraising and market misconduct
Module 3 The corporate constitution
• Legal considerations for equity
• What is the role of the constitution/ fundraising
replaceable rules?
• Fundraising disclosure requirements
• The replaceable rules
• Liability for disclosure
• The nature and content of the
• Market misconduct
constitution
• Particular company types
Module 9 Reporting and disclosure
• Common clauses in corporate
• Continuous disclosure
constitutions
• Annual reports
• Interpreting the constitution
• Extract of Particulars
• Related contracts
• Other reporting requirements
• Alteration and enforcement of the
corporate constitution
Module 10 Dealing with ASIC
Module 4 Directors’ and officers’ duties — Part 1 • ASIC functions
• Definition issues affecting officers • ASIC enforcement policies
• Fundamental duties of officers • ASIC information
• Duty of care, skill and diligence
Module 11 Reconstructions and external
• Duty to act in good faith (honesty) for
administration
a proper purpose to avoid conflicts of
interest • Schemes of arrangement
• Receivership
Module 5 Directors’ and officers’ duties — Part 2 • Voluntary administration
• Insolvent trading • Winding up (liquidation)
• Insider trading • Insolvent trading
• Consequences of breaching duties
• Responsibility for enforcing breaches of Module 12 Applying corporate theory to practice
duty • Wider responsibilities
• Insurance and indemnities • Consequences
• Code of conduct and ethics
Module 6 Members’ rights and remedies • Resources
• Membership and shares • Examination preparation and technique
• Corporate registers
• Right to call a members’ meeting Required text
• Minority shareholder remedies Thomson Reuters, Corporations Legislation 2022
(approximately $100 with Governance Institute discount).
14 Postgraduate courses | Subject contentCorporate Accountability: Module 3 Records and reporting
• Books
Meetings and Disclosure • Minutes
This subject is designed for the corporate sector and • Financial reporting
provides a highly practical review of key issues relating to
• Audit
company secretarial practice and the rules of company
meetings and their application with particular reference to • Remuneration committee
ASX Listing Rules and governance principles. • Company statement — Extract of
Particulars
Subject learning outcomes (SLOs) • Execution of documents
1. Understand the role of the corporate secretary
and the differing responsibilities of the corporate Module 4 Managing knowledge and information
secretary, the board, management, shareholders, • Intellectual property
auditors and other stakeholders under corporate law • Information, data and technology as a
2. Recognise the nature and principles of the corporate asset
corporate’s regulatory requirements of company • Technological change and innovation
law and securities exchange rules and the practical • Internet website applications and
requirements of ensuring compliance management
3. Exercise appropriate judgment to advise the board on • Data protection legislation
the expectations of and compliance with regulatory
• Confidentiality
requirements of corporate law and securities
exchange rules
Module 5 ASX market integrity and corporate
4. Understand the legal requirements and corporate
governance
governance objectives of company meetings and
be able to affect the corporate secretarial role • Market integrity
in conducting meetings that comply with these • Continuous disclosure
requirements and objectives • Corporate governance
• Mandatory requirements
• Important ongoing requirements
Indicative content • Other Listing Rules
Module 1 Operating context and governance Module 6 Shareholder influence and rights
framework • The growing influence of shareholders
• The company secretary • The dynamics of Australia’s institutional
• The company secretary and regulators investors
• ASIC • Why do institutional shareholders take
an interest in governance?
• The company secretary and the ATO
• The company secretary and ASX
• Examples of institutional involvement
• The company secretary and APRA
• Institutional codes of practice
• The company secretary and the ACCC
• Continuous disclosure
• The company secretary and other
• Exercise of shareholders’ rights
regulators • Future of the AGM
• Standards and guidelines
Module 7 Membership and share capital
Module 2 Role of the company secretary or • Types and function of shares
governance professional • The issue and allotment of shares
• Board of directors • Register of members
• The company secretary as agent of • Transfer of shares
the company • Share capital issues
• The duties of officers
Postgraduate courses | 2022 Handbook 15Module 8 Principles of meetings Module 12 Review and exam preparation
• Members’ and directors’ meetings • Preview
• Form of meetings • Examination preparation and
• The role and structure of company techniques
meetings
• Meetings under the Corporations Act Required text
2001 (Cth) Horsley’s Meetings and Procedure, Law and Practice,
• Specific meeting requirements for listed 7th ed, (LexisNexis, approximately $140 with Governance
companies Institute discount).
• The chair
• The company secretary
Module 9 Directors’ meetings
• Framework of meetings
• Directors’ meetings
• Convening directors’ meetings
• Agenda
• Procedural issues
• Board committees
• Disclosure of interests
• Related party transactions
• Care and diligence and the business
judgment rule
• Insolvency
• Directors’ meetings versus public sector
meetings
Module 10 Convening general meetings
• Annual general meetings
• Convening general meetings
• Proxies
• Direct voting
Module 11 Conducting annual general meetings and
other meetings
• Motions and resolutions
• Rules of debate
• Preparation for an AGM
• Quorum
• Adjournment of a general meeting
• Voting
• General and statutory validation of
irregularities
• Class meetings
• Meetings under external administration
16 Postgraduate courses | Subject contentCorporate Governance Module 3 Board performance assessment
• What is the role of the constitution/
This subject ties together the full range of legal, managerial replaceable rules?
and ethical issues that affect corporate governance best
• Do organisations review the
practice. It identifies the best practice principles that
performance of their boards?
you can apply in your own corporate or governmental
situations. • Why assess the performance of the
board?
• How can board performance be
Subject learning outcomes (SLOs)
assessed?
1. Research and critically apply the growing global,
• What are the key areas that the
regional and local information sources on corporate
board should consider when
governance
assessing its own performance?
2. Justify and promote awareness of, and be responsible
• Measuring board performance
for continuing self and personnel development on
corporate governance themes • Individual director assessment
3. Apply the concepts of disclosure in terms of • Guidelines covering board reviews
accountability, transparency, corporate social
responsibility, ethical standards and sustainability in Module 4 Composition of the board
governance • Board composition
4. Critically appraise and apply corporate governance • Guidelines concerning composition
principles and best practices in risk management for of the board
the board in the employing or client organisation • Board diversity
5. Exercise appropriate judgment in the use of • Gender diversity
professional knowledge and skills to the resolution
• Other diversity
of practical issues and problems in the proper
governance of the employing or client organisation • Diversity questions
• Evidence concerning composition
of the board — Non-executive
Indicative content directors (NEDs) and cultural
diversity
• What is the role of NEDs?
Module 1 Elements of corporate governance • What do NEDs need to fulfil their
• Definitions of ‘corporate governance’ role?
• Key elements of corporate governance • What factors limit the effectiveness
• The Corporations Act and corporate of the contributions of NEDs?
governance • Evidence about the effectiveness of
• Regulatory regime boards composed of non-executive
or independent directors
• Corporate Governance Disclosure
Listing Rule • Separation of chair and CEO
• Corporate governance guidelines • What is the rationale for separating
the roles of chair and CEO?
Module 2 Role and function of boards • Do organisations actually separate
the roles of chair and CEO?
• Corporate governance and the role of
the board • Risk committee
• The legal context
Module 5 Board structures
• Board functions
• Recommendations and role of the chair
• The board’s role in formulating
strategy • Committees of the board
• Different types of boards • The nomination committee
• The board’s role in understanding • The audit committee
and mitigating risk • The risk committee
• Other committees and composition
principles
Postgraduate courses | 2022 Handbook 17Module 6 Shareholder influence and rights Module 9 Director and executive remuneration
• The growing influence of shareholders • Remuneration considerations
• The dynamics of Australia’s institutional • Issues in remuneration
investors • Regulation of remuneration practices
• Why do institutional shareholders take • Banking Executive Accountability
an interest in governance? Regime (BEAR)
• Examples of institutional involvement • Corporations Act, ASX Listing Rules
• Institutional codes of practice and ASX Corporate Governance
• Continuous disclosure Council’s Corporate Governance
Principles and Recommendations
• Exercise of shareholders’ rights
requirements
• Future of the AGM
• What information must be disclosed
about director and executive
Module 7 Ethics and governance remuneration in Australia?
• Ethics versus regulation • Impact of remuneration disclosure
• What is ethics? • The role of remuneration
• Law and ethics committees
• The ethics ‘value add’ • Other guidelines
• Resolving corporate questions from an • Contemporary issues and trends in
ethical perspective executive remuneration
• Step 1 — Identify the stakeholders
affected by the relevant question Module 10 International models of corporate
• Step 2 — Identify the values held by governance
those stakeholders • Comparative corporate governance
• Step 3 — Prioritising and balancing • The Anglo-American model
the values • A classification of corporate governance
• Example of resolving corporate systems
dilemmas in an ethical framework • Convergence or divergence?
• Ethics and corporate governance • Country case studies
• Some particular ethical issues for
governance Module 11 Sector models of corporate governance
• Governance in the not-for-profit sector
Module 8 Environmental and social responsibility
• Governance in government-owned
• Definition and overview enterprises
• Stakeholders • Governance in the government sector
• Factors shaping CR programs • Conclusion
• CR programs
• CR contexts Module 12 Review and exam preparation
• Environment • Case study
• Delivering socially responsive • Reflection
goods and services • Revision
• Global and local choices —
Shareholder and community Required text
value
None
• Conclusion
18 Postgraduate courses | Subject contentDevelopment of Strategy • Systems thinking or emergent
perspectives
This subject examines the elements, processes • Learning organisation
and techniques involved in the development and
• Emergent strategy
implementation of organisational strategy.
• Other approaches and perspectives
• Fads in strategy
Subject learning outcomes (SLOs)
• Case study
1. Articulate an argument for the importance and role of
strategy in an organisation
Module 3 Model frameworks and heuristics
2. Select appropriate tools and frameworks to undertake
a critical analysis of an organisation’s context, • Complexity and complex adaptive
including the external and internal environment systems
3. Justify why culture, governance, purpose, • The Cynefin framework
stakeholders and corporate social responsibility • The learning organisation
needs to be considered in developing strategy for a • Strategic thinking
given organisation • Cognitive biases and heuristics
4. Recommend approaches to strategy development and
implementation that have been tailored to the needs Module 4 External context: The macro-environment
and context of the organisation
• Overview
5. Critically analyse the change management
• The big picture
requirements to successfully implement strategy for
an organisation • Analysing an organisation’s environment
• Environmental scanning
• PESTEL
Indicative content • Exploring the micro-environment
• Product life cycle
Module 1 What is strategy?
Module 5 Internal context: Resources and capabilities
• What is strategy
• The internal context — Resources and
• Planning, strategy and strategic
capability
planning — What’s in a term?
• The value chain and value network or
• Definitions of strategy
system
• Evolution of thinking about strategy
• Sources of competitive advantage
development
• Capabilities for achieving and sustaining
• Relationship with management
competitive advantage
• What is an organisation?
• Limitations in managing strategic
• Private, public and not-for-profit sectors capabilities
• Risk and strategy • Developing strategic capabilities
• Scope and boundaries • Organisational knowledge
• Success • Dynamic capabilities
• Novel perspectives on strategy
• A lexicon for strategy development Module 6 Organisational culture and strategy
• Organisational culture
Module 2 Approaches to strategy development • Schein’s three levels of culture
• Making sense of 60 years of strategy • National and regional cultures
development thinking
• Organisational subcultures
• The rational (prescriptive) and systems
• Analysing culture — The cultural web
thinking (emergent) approaches to
strategy
• History and strategic drift
• The rationalist approach to strategy
• The classic prescriptive approaches
• Evolution of the prescriptive approach:
Recent adaptions
Postgraduate courses | 2022 Handbook 19Subject content
• Good
Module governance
7 and good
Organisational administrative
purpose and strategy • Liability
Module 10 under Commonwealth
Managing lawschange
organisational
decision-making
• Organisational purpose • Evaluation — Long-term implications for government
• The basic concept of strategic change
• Attorneys-General and the Westminster
• The foundations of strategy — Mission assets and/or control
• Common change conditions
parliamentaryorsystem
purpose statements • Assessing the change context
• Administrative Review Council
• Elements — Best
of a mission practice
statement 6 Relationship between public servants and
guidelines for administrative decision-making
• Types of strategic change
elected officials
• Articulating mission, vision and values • Kotter’s 8-step model of strategic
• Law and the public servant’s role
• Stakeholders and strategy transformation
2 Federalism and state administrative law • Working with Ministers and their advisers
•
• Business ethics and corporate social
Commonwealth and state tiers of government
• Problems of formal change programs
responsibility • Parliamentary hearings
• Federal–state relations • Ethics in the publicimplementation
sector
Module 11 Strategy
• Local government
Module 8 Public and not-for-profit sectors • Who is involved in strategy?
• Strategy, organisations and public 7 Intergovernmental arrangements
3 Governmentvalue
entities and enterprises • Who to involve in strategy development
• Subsidiarity — Federalism versus regionalism
• The executive arm of government • Strategy workshops
• Strategy in the not-for-profit and public • Referral of powers from the states and territories to
• Types of government • Strategic decision-making
sectors entities the Commonwealth
• Governance • People side of developing and
• and
Theaccountability
public value paradigm for strategy • Council of Australian Governments (COAG)
implementing strategy
• Current issues and developments
development • Intergovernmental Agreement on Mutual Recognition
• Communication — The vital process
•The authorising environment as a • Other intergovernmental arrangements
4 Corporatisation ofofgovernment
source support and legitimacy • Review of developing and documenting
strategy
• Objectives
• of Political
corporations lawin the public sector
realities 8 Merits review and management of information
• Problems with strategy development
• Important• cases
Complexity in the public sector • Non-judicial review remedies
and plans
• Applying the Corporations Act 2001 to the public sector • The Ombudsman
Module
• 9 Setting
Registration and evaluating
and governance objectives
under and
the Corporations • Freedom of information
Module 12 Managing disruption
Act 2001 options • Protection of privacy and personal information
• Emergencies, disasters and crises
• Directors’• duties
Levels of strategy
• Parliamentary access to of
documents
• The nature a crisis
• •
Changes under Formulating
the PGPA strategic
Act 2013objectives • Management of public records
• The pervasiveness of crisis today
• Directors’• andCommon
officers’ mistakes in formulating
duties in the public sector • Administrative Review Council — Crucial
objectives • Crisis management
• Australian Law Reform Commission
challenges for leadership
5 • Thepartnerships
Public-private source of strategic objectives
• Conclusion
• • Developing strategic options
The PPP model 9 Judicial review of administrative action
• • responsibility
Ministerial Revisiting the
—SWOT analysis
Who speaks for the Required
• text of judicial review
The nature
partnership?
• TOWS – Analysis generating options
•
NoneAvenues of judicial review
• The Boston Consulting Group (BCG) matrix
20 • The need for strategy evaluation
20 Postgraduate courses | Subject contentEnterprise Risk Management Module 4 Risk disciplines and perspectives
• Risk, innovation and growth
This subject allows students to develop an enhanced
• Risk and harm avoidance
knowledge of enterprise risk management practices to
assist the board, or other governing body, to determine • High reliability organisations
its strategic responsibility for risk taking, how different • Emerging risk perspectives
risks operate within the context of existing enterprise • Risk velocity
management frameworks, formulate the organisation’s
attitude and policy to risk appetite, tolerance for key Module 5 ERM in practice
individual risks, and ensure clear lines of accountability.
• A portfolio view of risk
• Assurance
Subject learning outcomes (SLOs)
• ERM and business decision-making
1. nderstand and apply the foundations, concepts and
U
principles of enterprise risk management (ERM) and
Module 6 ERM, governance and reputation
its connection to technical or discipline-specific risk
management • ERM and governance
2. Analyse and explain the relevance of ERM to • ERM and compliance
corporate governance, strategic planning and • Reputation — the ultimate risk impact?
corporate social responsibility
3. Recognise how organisational culture enables and Module 7 Social and organisational context
supports ERM and critically apply methods for • Risk and organisational culture
developing, enhancing and sustaining a mature risk
• Decision-making
culture
• Psychology of risk-taking
4. Critically appraise and report to stakeholders on the
organisation’s risk exposure and risk mitigation in the • Developing a risk-aware culture
context of its strategic direction, reputation and long-
term viability Module 8 Emerging risks
• What are emerging risks?
• ‘Slow boil’ or ‘big bang’
Indicative content • Global risks
• Strategies to identify emerging risks
Module 1 Risk in an enterprise context • Case studies
• The nature of risk
Module 9 Reporting and documentation
• Risk, strategy and objectives
• Risk reporting
• Risk, governance and assurance
• Risk registers
• Risk at the enterprise level
• Risk heat maps and profiles
• ERM standards and guidelines
• Risk dashboards
Module 2 Risk types and categories • ERM reporting and documentation in
practice
• Opportunity and adversity risk
• Risk hierarchy
Module 10 Complexity, change and organisational
• Conventional risk categories maturity
• ERM and rapid change
Module 3 Risk policy and leadership
• Complexity and ERM
• The Three Lines of Defence: Risk
• Organisational maturity and risk
assurance
maturity models
• The board and management
• Risk appetite and tolerance
• Risk policy and oversight
Postgraduate courses | 2022 Handbook 21Module 11 The benefits of ERM Module 3 Analysing the profit of the organisation
• The business case for ERM — The profit and loss statement
• Case studies in ERM
Module 4 Analysing the cash flows of the
• Evaluating the benefits of ERM
organisation — The cash flow statement
• ERM and other initiatives
Module 5 Analysing business financial performance
Module 12 Key themes and revision
• ERM purpose and context Module 6 Analysis and interpretation of financial
• ERM in practice statements — Ratio analysis
• The future of ERM
• Examination preparation and technique Module 7 Planning and budgeting systems and
performance management
Required text
ISO 31000:2018 – Risk Management: Guidelines OR Module 8 Financial investment principles
Textbook
The Standard ISO 3100:2018 Risk Management — Module 9 Financing the business — Analysing risks
Guidelines (from the SAI Global website approximately $140). and returns
Module 10 Assessing capital structures and the cost
of finance
Finance for Decision Making
Module 11 Analysing the investment decision
(capital budgeting)
This subject is primarily for practitioners who have not Module 12 Assessing competitive advantage and the
undertaken formal studies in accounting and/or finance investment decision system
but require the solid foundation in accounting and finance
principles and practice needed as the basis for a career Required texts
as a company secretary or professional in corporate
Birt J, Chalmers K, Maloney S, Brooks A and Oliver J, 2017,
governance or risk management.
Accounting: Business Reporting for Decision Making, 7th
ed, John Wiley & Sons Australia Ltd; (approximately $91
Subject learning outcomes (SLOs) with Governance Institute discount).
1. Understand and interpret financial reports
2. Identify the financial reporting regulatory regimes and
their objectives
3. Identify and critically evaluate sources of finance and
their associated risks and returns
4. Utilise the major financial models and evaluate these
for decision-making
5. Conceptualise the nature and importance of capital
structure and the cost of capital and evaluate these
for decision-making
Indicative content
Module 1 Introduction to financial information and
business decision-making
Module 2 Analysing the assets and liabilities of the
organisation — The balance sheet
22 Postgraduate courses | Subject contentPublic Law and Government Module 4 Corporatisation of government
• Objectives of corporation’s law
(Available in semester 1 only)
• Important cases
This subject examines the legislative, constitutional and
• Applying the Corporations Act 2001
government framework that is the basis of our system of
(Cth) to the public sector
government, and it attempts to address state issues but
is primarily focused on the federal level of government. It • Registration and governance under the
includes an overview of the Corporations Act 2001. Corporations Act 2001 (Cth)
• Directors’ duties
Subject learning outcomes (SLOs) • Changes under the PGPA Act (2013)
1. Understand the legislative, constitutional and • Directors’ and officers’ duties in the
government framework that underpins Australian public sector
administrative law
2. Identify and apply the key principles of administrative Module 5 Public-private partnerships
law under the Westminster system • The PPP model
3. Gain a strategic understanding of the application of • Ministerial responsibility — Who speaks
administrative law for the partnership?
4. Recognise the scope and limitations of the powers • Liability under Commonwealth laws
conferred to an organisation and the relevant • Evaluation — Long-term implications
delegations or authorisations to its executives through for government assets and/or control
the law
5. Develop the skills to apply administrative law in Module 6 Relationship between public servants and
analysis of public policy and management in the elected officials
context of governance in Commonwealth, states/ • Law and the public servant’s role
territories and local government
• Working with Ministers and their advisers
• Parliamentary hearings
Indicative content • Ethics in the public sector
Module 7 Intergovernmental arrangements
Module 1 Legislative framework • Subsidiarity — Federalism versus
• Constitutional legal and government regionalism
framework • Referral of powers from the states and
• Principles of administrative law territories to the Commonwealth
• Enabling legislation and delegated • Council of Australian Governments (COAG)
legislation • National Cabinet
• Key administrative law cases • Intergovernmental Agreement on
• Good governance and good Mutual Recognition
administrative decision-making
• Attorneys-General in a Westminster Module 8 Merits review and management of
system information
• The ‘integrity arm of government’
Module 2 Federalism and state administrative law • Non-judicial review remedies
• Commonwealth and state tiers of • The ombudsman
government
• Freedom of information
• Federal-state relations
• Protection of privacy and personal
• Local government information
• Parliamentary access to documents
Module 3 Government entities and enterprises
• Management of public records
• The executive arm of government
• Types of government entities
• Governance and accountability
• Current issues and developments
Postgraduate courses | 2022 Handbook 23You can also read
