A combination of one weekday evening
class and/or one weekend class will be
arranged in a part-time trimester-system
(2 subjects in a trimester) or a full-time
trimester system (3 to 4 subjects in a
trimester). Part time students will complete
the whole programme in 18 months (or 5
trimesters). Full time students are able
to graduate from the programme in 12 months
(3 trimesters). Part-time (full-time)
students are expected to select the integrated
project in either the fourth or the fifth
(the third) trimester. Students may apply
for an extension of the study period with
justifiable reasons, but the maximum study
period for this programme will be capped
at 36 (12) months for part-time (full-time)
study. A further extension of another
12 months may only be considered on an
exceptional basis. Delay fees may be charged
for each extension.
Programme Aims
This programme addresses not only the
controlling and monitoring aspects of
corporate governance to minimise executives’
self-interest problems, but also the benefits
of a good corporate governance system
such as how to integrate the efforts of
various stakeholders for promoting corporate
performance. It attempts to add value
to those directors, managers and professionals
who are planning to strengthen the corporate
governance systems of their organisations.
The solid corporate governance knowledge
and practical skills gained from the programme
would also assist graduates to pursue
professional careers such as company directors
(both executive and non-executive), chief
financial officers, chief executive officers,
board secretaries, fund managers, risk
managers, controllers, internal auditors,
regulators and market intermediaries (such
as auditors, analysts, investment bankers,
credit rating agencies and lawyers), or
to continue their studies in corporate
governance and directorship or related
fields.
Tuition Fee
The total tuition fee for the whole
course is $102,000, payable by instalments
(5 (3) instalments for part-time (full-time)
studies. $150 web application fee (or
$250 paper application fee) and $450 graduation
fee per student will be charged.
Class Venue
The Wing Lung Bank Building for Business
Studies, Hong Kong Baptist University,
Shaw Campus, 34 Renfrew Road, Kowloon
Tong.
Programme Structure
Students are required to take 9 coursework
courses and an integrated graduation project,
all compulsory (a total of 29 credit units).
Students may choose an individual or a
group project. For those who choose a
group project, no more than 3 students
can form a team to work together for the
project.
Programme Content
| 1. |
ACCT7110
Principles and Models of Corporate
Governance
This course aims to enable students
to understand relevant principles
and models of corporate governance
so that they could analyse and solve
key issues of modern corporate governance.
It provides an understanding of
the basic concepts and theories
of corporate governance, such as
property rights, agency theory,
and transaction cost economics and
information asymmetry. It also discusses
the factors affecting the development
of corporate governance models and
standards adopted by different nations
around the world. Empirical evidence
on impacts of good corporate governance
will also be discussed. Core corporate
governance issues would be highlighted.
It further discusses the roles played
by major stakeholders of corporations
in their governance. The course
is expected to adopt an integrated
and interdisciplinary approach.
Although the focus is on the governance
of large Hong Kong listed companies,
both widely held and family controlled,
this subject also touches on the
governance of small- and medium-sized
enterprises and non-profit organisations.
Attention will be paid to the corporate
governance systems of the UK, the
USA, European countries and mainland
China as a comparison. |
| 2. |
ACCT7120
Legal Framework and Codes of Corporate
Governance
This subject aims to provide students
with an understanding of the legal
framework related to corporate governance.
It will discuss the roles of government
and regulation in corporate governance.
Related laws and regulations such
as the Companies Ordinance, the
Securities and Futures Ordinance,
the Listing Rules, the Code of Best
Practice, and the Takeover Code
will be covered. Major regional
and international codes of corporate
governance will also be discussed.
Other topics include major legal
issues involved in mergers and acquisitions;
shareholders’ residual powers; protection
of minority shareholders; types
of directors; directors’ appointment,
rotation, disqualification and removal;
board of directors’ composition,
meetings and duties; monitoring
the board of directors; interests
of other stakeholders such as individual
and institutional shareholders,
creditors and employees. The course
will focus on the laws and regulations
of Hong Kong but where appropriate
mainland China law and laws of other
jurisdictions will be compared and
contrasted. |
| 3. |
ACCT7130
Ownership Structure, Shareholders’
Rights and Investor Activism
The ownership structure of a corporation
determines its power and responsibilities
structure. Controlling shareholders
have the dominating role and power
in formulating many corporate decisions.
If these shareholders are acting
in accordance with their interests
alone rather than those of the corporation,
minority shareholders’ interests
will be expropriated. This course
examines the theories and patterns
of ownership structure, corporate
control and minority shareholders’
protection around the world. These
theories and patterns highlight
the relationship among controlling
shareholders, minority shareholders,
directors and managers, and thus
the potential conflict of interests
between a corporation and its shareholders.
This subject will identify the various
means that controlling shareholders
may use to expropriate the corporate
interests, and discuss the issue
of protection of minority shareholders,
in particular, the importance of
institutional investors’ roles,
and the recent development of investor
activism. It also studies how ownership
structure affects the performance
of a corporation. As conflict of
interest between a corporation and
its shareholders and grievance among
shareholders are common, this course
will introduce the concept of dispute
resolution to resolve these conflict
and grievance. |
| 4. |
ACCT7140
Corporate Reporting, Disclosure
and Transparency
Information contained in corporate
reports is the product of corporate
accounting and external reporting
systems that measure and routinely
disclose audited, quantitative data
and also non-audited qualitative
data concerning the financial position
and performance of publicly held
firms. Audited balance sheets, income
statements, and cash-flow statements,
along with many supporting disclosures,
form the foundation of the firm-specific
information set available to investors
and regulators. This course covers
selected current topics in corporate
reporting, disclosure and transparency.
By analysing these selected problems
with respect to the corresponding
theories and practices of corporate
reporting, this course aims at helping
students develop their analytical
skills and ability to think critically
on the accounting standard setting
process, the costs and benefits
of disclosure, and the users’ information
needs and the uses of corporate
disclosures in various corporate
governance contexts. Students will
be required to critically evaluate
various contemporary accounting
valuation, reporting and disclosure
issues. |
| 5. |
MGNT7110
Board Structure, Process and Leadership
Company directors perform two major
functions: The first is to make
strategic decisions, such as setting
their firm’s long-term strategy
and making investment and finance
decisions. The second is the monitoring
function, such as appointment of
top-level executives, determining
their compensation schemes, replacing
them if they perform unsatisfactorily,
and monitoring capital allocation
decisions. The effectiveness of
directors to execute these functions
depends, to a large extent, on the
board structure and how these directors
carry out their duties. This course
aims to enable students to understand
the nature, functions and operations
of a board of directors. Since these
features may vary depending on the
board systems adopted, this course
also discusses the major board of
directors systems around the world.
Board structures discussed in this
course include the ratio of independent
non-executive directors, board size
and the formation and composition
of various committees such as audit
committee, compensation committee,
etc. The relationships of these
structures and the corporate performance
are analysed. The roles of the board
in risk management, strategic management
and leadership are also discussed.
The course further identifies the
major board processes that affect
the functioning of a board. |
| 6. |
BUS4310
Executive Performance Management
and Compensation
The modern corporations rely on
the principle of separation of ownership
and control to operate their businesses.
The success or failure of these
corporations depends, to a large
extent, on the quality of the executives’
decisions on the operations of the
corporations. However, these executives
may have objectives in mind different
from those of the owners to whom
they serve. Besides monitoring,
it is important for owners to motivate
these executives to act in the interests
of the corporations and thus their
owners through designing appropriate
incentive contracts. These contracts
specify the performance evaluation
criteria and how executives’ compensation
is determined. The objective of
this course to enable students to
have a better understanding of the
methods commonly used in practice
to measure and reward executives’
performance. It also discusses the
potential consequences of using
particular performance measures
on executives’ behaviour, in particular
their corporate financial policies.
This course further highlights the
determinants and consequences of
adopting different executives’ compensation
means.
|
| 7. |
ACCT7150
Market Intermediaries and Monitoring
Investors rely mainly on internal
control mechanisms established in
corporations, such as board of directors
and employment contracts, to monitor
executives’ performance. When these
mechanisms are not sufficient to
properly monitor executives’ acts,
investors would rely on external
market intermediaries to perform
the monitoring and information functions
on executives. This course discusses
several major types of market intermediaries,
including IPO sponsors, auditors,
lawyers, financial analysts, investment
banks, credit rating agencies, corporate
governance rating agencies, and
stock exchanges. It highlights how
these intermediaries perform their
monitoring and information generating
functions and how effective they
perform these functions. |
| 8. |
ACCT7160
Strategic Financial Policy and Analysis
Board directors and senior executives
always make important strategic
decisions such as investment, mergers
and acquisitions, initial public
offers, seasonal equity offers,
debt restructuring and etc., and
predict the future financial performance
and position of enterprises. The
objective of this course is to integrate
various subfields of finance, such
as investment, corporate finance,
financial markets and institutions,
mergers and acquisitions, and etc.
for formulating financial policies
for a corporation. The focus is
to learn how to use and analyse
financial and non-financial information
under various strategic business
decision-making contexts. This course
attempts to introduce some analytical
and decision tools commonly used
by managers and professionals. With
these tools, these users will have
a better understanding of the corporate
governance, and financial performance
and position of an enterprise. |
| 9. |
BUS7320
Business Ethics and Corporate Social
Responsibility
In all areas of business, ethical
dilemmas are encountered frequently.
Some of these dilemmas are small
and easy to resolve. The majority,
however, are complex and an obvious
solution is often difficult to determine.
By providing a foundation in ethical
theories and a framework for analysing
ethical dilemmas, this course aims
to sensitise students to ethical
dilemmas and to help them develop
some codes or guidelines of ethics
for making decisions. It will further
discuss the roles of business in
society and corporate social responsibility,
and analyse why socially responsible
corporations are good and sustainable.
The major issues currently faced
by the preparers and users of corporate
social reports will be discussed.
|
| 10. |
ACCT7170
Project
The objective of this project is
to enable students to apply their
knowledge and skills learned from
the programme to enhance their competence
in corporate governance and directorship
through investigation and analysis
for a real problem. Students may
choose an individual or a group
project. Those who choose a group
project are expected to form a group
of no more than three students to
work together in the project. |
Details
of Course Syllabi (restricted for students)
Entrance Requirements
Applicants seeking admission to the
Master of Science in Corporate Governance
and Directorship degree course should
possess:
| (1.1) |
a
bachelor degree with honours in
Business from a recognised university
or comparable institution, or an
equivalent qualification (such as
professional qualification in Accounting,
Finance, Company Secretarial Practices
or Law); OR |
| (1.2) |
a bachelor
degree in other disciplines is also
eligible for enrolling this programme
if they have obtained relevant experience
and/or training in Corporate Governance
and Directorship or related fields
(such as Accounting, Company Secretarial
Practices, Finance, Law, Management
and so on); AND |
| (2) |
a minimum three years of relevant
work experience. |
Proof of English proficiency is required
for applicants whose first degrees were
obtained from non-English-medium institutions.
Applicants will be required to attend
an interview as part of the selection
process.
Students with non-Business degree and
lack basic training/experience in Corporate
Governance and Directorship or related
fields may be required to take, at their
extra cost, an intensive foundation course
which will be offered on 4-full days before
the programme commences.
Medium of Instruction
All subjects offered in Hong Kong are
taught in English. Proof of English proficiency
(e.g., TOEFL, IELTS, or other equivalent
tests) will be required for applicants
(local or non-local) whose undergraduate
degrees were taught in a language other
than the English medium. A minimum TOEFL
score of 550 or the equivalent score of
other tests is normally required for those
applicants who need to provide the proof
of English proficiency. If the program
is offered in Mainland China later on,
the subjects may be taught in either English
or Putonghua.
Assessment Methods
The assessment methods of the programme
follow the Grade Point Average (GPA) System
set by Hong Kong Baptist University to
assess programme work and examination
performance. Besides the requirement of
a final written examination, continuous
programme work assessment which includes
interim tests and quizzes, case studies,
individual and group presentations, term
projects and hands-on simulated exercises
will be used to optimise successful learning.
Criteria for Progression or
Award
Students with a trimester GPA below 2.20
will be put on academic probation. Those
with their trimester GPA below 2.20 for
two consecutive trimesters will be dismissed.
Official warning will be given to those
students whose cumulative GPA ranges from
2.20 to 2.49. Students who have successfully
completed the first five subjects and
all the ten subjects (including a project)
specified in the “Programme Content” section
with an average cumulative GPA of 2.5
or above will be awarded a Postgraduate
Diploma in Corporate Governance and Directorship
and the degree of Master of Science in
Corporate Governance and Directorship
respectively. Students whose final cumulative
GPA in the range from 3.40 to 3.69 will
be awarded the degree with merit and those
students with a final cumulative GPA of
3.7 or above will be awarded the degree
with distinction.
Exemption of Subjects
Application for exemption of a subject
will be considered on a case-by-case basis.
Only subjects completed at the advanced
university level or equivalent and with
similar contents can be used to claim
for exemption. Each student can receive
exemptions for no more than two subjects.
Students are required to pay the full
tuition fees for exempted subjects.
Participating Faculty Members
CHAN, Raymond S Y (陳兆陽), BBA(Hons),
MBA(Finance), LLM, MScIS, MScAppMaths,
PhD, EE program in CG (Harvard), FCCA,
CPA(HK), CCP, HKRFP
FUNG, Joseph K W (馮觀榮), HonsDip, MA, PhD
HAW, In-Mu (許仁茂), BA, MBA, PhD
HO, Daniel H K (何海基), BSc, MBA, PhD, Diploma
in PRC Business Practice & Commercial
Law, FCCA, FTIHK, FCPA(HK)
HO, Simon S M (何順文), BBA, MSc, PhD, FAIA
(Hon), CMA, CCP, MHKIE, MBCS, MIDPM, FChFP
IP, P.K. (葉保強), BA, MPhil, PhD
LAU, Alex K L (劉冠倫), BA(Hons)(Law), PCLL,
LLM, LLM, PhD, ProfDip, Solicitor (HK;
England & Wales), Barrister &
Solicitor (Aust), Legal Practitioner (Aust),
Practitioner (Tasmania) Barrister (Aust),
Advocate & Solicitor (S'pore)
LAU, Peter T Y (劉子耀), BComm, MBA, PhD,
CA(BC), CA(Canada), CMA(Canada), ATIHK,
FCPA(HK)
LEUNG, Alicia S M (梁淑美), MBA, PhD
LIN, Zhijun (林志軍), BA, MA, MSc, PhD, CMA(Aust),
CPA(PRC), AICPA
SO, Stella H H (蘇朱紅霞), BS, MCom, PhD,
ACMA, FCPA(HK)
TANG, Gordon Y N (鄧裕南) BSc(Hons), MSc,
Dip, PhD
Tricker, R.I., J. Dip MA, MA, DL, FICAEW,
FCIMA
WU, Davy K C (胡家慈), LLB, PCLL, PhD
Honourary Advisors
Mr. Davie Auyeung (歐陽贊邦)
President, Enterprise Asia;
Treasurer of Hong Kong Committee, UNICEF
Hon. Bernard Chan (陳智思), GBS, JP
Legislative Council Member (Insurance)
and Executive Council Member, HKSAR
Dr. Raymond Ch'ien Kuo-fung (錢果豐), GBS,
JP
Non-executive Chairman, MTR Corporation
Limited
Mr. CHEW Fook Aun (周福安)
Executive Director & CFO, The Link
Management Limited
Mr. Vincent Kwan (關保銓)
General Manager (Legal), Sino Land Company
Limited
Dr. Lee G. Lam (林家禮博士)
Senior Advisor – Asia Macquarie (HK) Ltd.
Ir. Edmund Leung (梁廣灝太平紳士), OBE, JP
Deputy Chairman, The Hong Kong Institute
of Directors
Dr. Brian Lo (盧建恒博士)
Council Member, The Hong Kong Institute
of Chartered Secretaries
Mr. David Sun (孫德基先生)
Chairman for China, Ernest & Young
Dr. David Wong (黃友嘉博士)
Managing Director, United Overseas Investments
Limited
Dr. Kelvin Wong (黃天佑博士)
Deputy Managing Director, COSCO Pacific
Limited
Dr. Eric Li (李家祥博士), JP
Former Legislative Council Member (Accountancy),
HKSAR;
Former President, Hong Kong Institute
of Certified Public Accountants
Mr. Aldrin Monsod
Publisher and Managing Editor, Corporate
Governance Asia
Mr. Tommy H L Tam (譚學林太平紳士), JP
Managing Director, Tomson Holdings Ltd.
Prof. Robert Ian (Bob) Tricker
Adjunct Professor, HKBU School of Business;
Honorary Professor, School of Business,
the University of Hong Kong
Mr. Po Kwan Yeung (楊寶坤太平紳士), JP
Vice President, Chinese YMCA of Hong Kong
Admission Schedule
Applications can be submitted:
| - |
in person
to the Office of Graduate School (located
at Level 7 of Fong Shu Chuen Library,
Ho Sin Hang Campus at Waterloo Road)
during office hours or to the collection
box outside the office from 8:00 a.m.
to 9:00 p.m. daily; OR |
| - |
by mail to the same
office; OR |
| - |
through on-line application
at http://ar.hkbu.edu.hk/~gs/index.php |
Tel:
3411 5281 (Ms. Tracy Chan)
