Corporate Governance and Accountability is a compulsory segment of the CPA Program. It is compulsory for all new candidates and for existing candidates who did not achieve a pass in Core II before the year 2001.

Corporate governance has become a very important topic in recent years. Several factors, including corporate fallout from the late 1980s together with the recent collapses of international and Australian corporations, have brought organisations and their management under the spotlight. Internationally, bodies such as the OECD, World Bank, International Accounting Standards Board (IASB) and others have expended considerable effort on the development of good corporate governance practices.

This segment deals with many of the issues surrounding governance and accountability by directors and management of organisations.

Candidates are required to have access to the most recent editions of the Corporations Act 2001 (Cwlth), Regulations and Rules and the Trade Practices Act 1974 (Cwlth), Regulations and Rules. A link to relevant legislation is provided in the segment materials.

The content of Corporate Governance and Accountability is as follows:

Module 1: Introduction to corporate governance and accountability - the framework

• types of companies
• what is corporate governance?
• global focus on corporate governance
• the role of Australian regulators in corporate governance
• the role of government in corporate governance

Module 2: The role and value of effective corporate governance

• major participants in ensuring good corporate governance
• the principles of effective corporate governance 
• accountability
• role of the board
• potential conflict of interest: agency theory
• the impact of corporate governance on agency costs
• the statements of major companies on corporate governance
• corporate governance in not-for-profit organisations, the public sector and SMEs

Module 3: Directors and officers

• the role of directors: An overview
• who is a director?
• duties and responsibilities of directors
• accountability
• enforcement

Module 4: Managing the company

• aligning director and shareholder interests
• reporting issues
• corporate social responsibility
• technology: information management
• remuneration, nomination and performance

Module 5: Ethics in and out of the boardroom

• ethical conduct and company directors
• interaction of ethics and black-letter law
• codes of conduct applicable to directors

Module 6: Competition and compliance in trade practices

• legal compliance
• competition in the marketplace
• controls over collusion in the marketplace
• controls over pricing in the marketplace
• controls over distribution in the marketplace
• controls over competitive activities in the marketplace Trade Practices Act 1974 (Cwlth) Part V
• unconscionable conduct

Module 7: International corporate governance: North America, Europe and Asia-Pacific

• internationalisation of corporate governance
• market-based systems of corporate governance
• relationship-based systems of corporate governance
  • European approaches
• relationship-based systems of corporate governance
  • Asia-Pacific approaches
• convergence and diversity