ACCT3031 International Corporate Governance

How ACCT3031 is assessed

These weights follow the University of Sydney unit outline for Semester 2 2026 and agree with the Canvas assessment page, where the three group components make up the 40% Group Assignment. The two sources give different lengths for the group report, 2,000 words on the unit outline and 2,500 words in the Canvas brief, so follow the brief for your submission and confirm with the unit coordinator.

What ACCT3031 covers

ACCT3031 moves from what corporate governance is and how company law frames it, through the theories and national systems that explain international differences, into the internal mechanisms of boards, reporting, audit, risk and pay, and closes with stakeholders, CSR and ethics.

The unit runs through self-paced Canvas modules and a weekly workshop, and each module opens with an online quiz and a set academic article that students analyse before the workshop.

The early modules set the frame: what corporate governance is and who takes part, the company as a separate legal entity, directors' duties under the Corporations Act 2001, the business judgment rule, the ASX Corporate Governance Principles and Recommendations with their if not, why not approach, and the theories and national models that explain why governance differs between insider systems such as Germany and Japan and outsider systems such as Australia and the United Kingdom.

Later modules take the internal mechanisms one at a time: the functions of the board and its key relationships, financial reporting and disclosure, audit committees and external audit, risk management and internal control including climate reporting under AASB S2, and executive remuneration and the two strikes rule.

The final module widens the lens to stakeholders, corporate social responsibility, sustainability reporting, greenwashing and ethical reasoning. Case studies carry the argument throughout: the Maxwell affair, HIH Insurance, Centro, Enron, Lehman Brothers and Shell in the Niger Delta.

In place of a final examination, the unit closes with an individual report on how proposed changes in the draft 5th edition of the ASX Principles would affect an allocated listed company.

Worked example · free

Which climate reporting group does a mid-sized retailer fall into?

Key terms

Corporate governance

The set of rules, relationships, systems and processes that governs how authority in a corporation is exercised and held in check.

Separate legal entity

The principle that a registered company has a legal identity distinct from its shareholders, directors and employees.

Business judgment rule

The safe harbour in s180(2) that protects a director's business decision when four conditions about good faith, interest, information and belief are met.

If not, why not

The ASX approach under which listed entities disclose how far they follow each recommendation and explain any departure.

Agency problem

The risk that an agent with different interests and better information acts against the principal who delegated authority.

Stewardship theory

A view that executives identify with the organisation and are motivated by achievement, so boards should support as well as monitor.

Insider system

A governance model with concentrated ownership and close ties between companies, banks, families or the state.

Outsider system

A governance model with dispersed ownership, important capital markets and an active market for corporate control.

Conformance roles

The board functions of supervising executives and providing accountability, which look at present performance.

Audit expectation gap

The difference between what the public expects auditors to do and what auditors actually provide.

Risk appetite

The amount and type of risk a board decides the company will retain in pursuit of its objectives.

Two strikes rule

The Corporations Act sequence in which two consecutive 25% votes against the remuneration report can lead to a board spill resolution.

Greenwashing

A sustainability claim that creates an impression the underlying facts and conduct do not adequately support.

ACCT3031 FAQ

Questions students ask in each ACCT3031 chapter

What is the difference between governance and management?

Governance concerns how a company is directed, monitored and held to account, through the board setting strategy, overseeing risk and evaluating executives. Management concerns how the company operates within that direction, such as hiring, budgeting and running products. The roles complement each other, and a board that drifts into operations loses its oversight distance. Chapter 01 · Introduction to Corporate Governance

Why do directors owe their duties to the company rather than to shareholders?

Because the company is a separate legal entity, it owns its assets, owes its debts and has interests of its own. Directors act for that entity, so their duties run to the company. Best interests usually means shareholders as a whole, but the courts recognise that creditors' interests matter when a company approaches insolvency. Chapter 02 · Corporate Law, Companies and Governance Structures

What is the difference between insider and outsider governance systems?

Insider systems have concentrated ownership, influential banks, families or the state, and close continuing relationships, so owners monitor directly and takeovers are rare. Outsider systems have dispersed ownership, important capital markets and an active market for corporate control. The main agency conflict also shifts, from managers against shareholders to controlling against minority shareholders. Chapter 03 · Insider and Outsider Systems of Corporate Governance

What are the four functions of a board?

The module identifies four: formulating strategy, making policy, supervising executives and providing accountability. The first two are performance roles that look to the future, and the last two are conformance roles that look at the present. In a unitary board all four are core work, while a two-tier board splits them between management and supervisory boards. Chapter 04 · Ownership, Control and Board Governance

Can directors rely on management and auditors when approving accounts?

They may use others' expertise, but reliance cannot replace their own duty. In ASIC v Healey the Federal Court held that the Centro directors had to read, understand and critically consider the statements, and that missing about $3.1 billion of current liabilities was a failure of care and diligence. The responsibility is non-delegable. Chapter 05 · Financial Reporting, Disclosure and Transparency

When must a listed company have an audit committee?

ASX Listing Rule 12.7 requires a company in the S&P All Ordinaries when its financial year begins to have an audit committee for that year. A company in the S&P ASX 300 must also follow the recommendations on its composition and operation, such as three non-executive members with an independent majority and an independent chair. Chapter 06 · Audit, Assurance and Governance Oversight

Why does the unit say risk management rather than risk minimisation?

Boards create value by taking risks, so the aim is to understand the company's exposure and decide how each risk is faced, balancing risk against acceptable reward. A board that tried only to minimise risk would forgo opportunities, and the Module 7 quiz treats minimising risk as the main purpose of board attention as false. Chapter 07 · Risk Management and Internal Governance Mechanisms

Does the remuneration committee decide what executives are paid?

It recommends; the full board decides. The committee should have at least three members with an independent majority and an independent chair, and no director should take part in setting their own pay. The Module 8 quiz treats the claim that the committee sets executive pay as false, and its charter should say it has no delegated decision-making authority. Chapter 08 · Remuneration, Incentives and Agency Problems

What is the difference between CSR and sustainability?

Sustainability asks whether environmental, social and economic systems can be maintained over time, as in the Brundtland definition. CSR asks what responsibilities a corporation has for its impacts on society and stakeholders. The two increasingly overlap, but sustainability is the wider idea, and the nested model shows the economy depending on society and the environment. Chapter 09 · Stakeholders, CSR, Sustainability and Ethics

How to prepare for the assessments

Treat the unit as one method applied to different mechanisms. For each chapter, write down the governance problem the mechanism addresses, the rule or code that describes it, the theory that explains why it should work, and the case that shows how it failed. That single page per module becomes the raw material for every later task.

Complete the module and quiz before each workshop and draft the article analysis early, because the weekly marks reward completion and engagement as much as insight. For the group report, collect the company's disclosures for the year of the issue and read them against what the article reveals.

For the individual report, start from the draft 5th edition changes, shortlist the ones that connect to your company's ownership, board, risks or stakeholders, and build the evidence schedule before you write the analysis. In every paragraph, separate what the company says from what it does, and finish with a judgement that admits what public evidence cannot show.

When a concept will not settle, ask Sia to explain it through a different case and to challenge your reasoning; it supports your understanding but does not write your assessed work.

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