Professional Ethics and

Corporate Governance
 Introduction

⚫ Brief introduction of Lecturer

⚫ Introduction of the subject

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 Introduction of the subject

Professional Ethics and Corporate Governance

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 Subject structure

This subject includes two main contents:

(i) Professional ethics, including regulatory
regimes, compliance requirement of
conducting an accounting or auditing in
companies.
→ To provide professional overview,
professional and corporate ethics and ethical
decision makings.

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 Subject structure (Cont.)

(ii) Corporate governance system: core

component of knowledge and skill base
→ To provide corporate governance overview,
board of Directors and related issues,
corporate governance approaches, corporate
social responsibility (CSR) and Corporate
governance.

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 Subject objectives
On completion, students should be able to:
⚫ Define and explain professional ethics,
identify and solve professional and ethical
issues
⚫ Define corporate governance, explain its
functions in the effective management and
control of organizations and of resources
⚫ Exercise professional judgement through a
practical ethical framework .
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 Subject objectives (Cont.)
⚫ Explain the accountant role in ethics,
compliance and corporate governance
⚫ Develop and improve teamwork,
communication and problem-solving skills

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 Subject content
⚫ Chapter 1: Overview of Professional Ethics
⚫ Chapter 2: Professional and Corporate Ethics
⚫ Chapter 3: Ethical Decision Making
⚫ Chapter 4: Overview of Corporate Governance
⚫ Chapter 5: Board of Directors and Related
Issues
⚫ Chapter 6: Approaches to Corporate
Governance
⚫ Chapter 7: Corporate social responsibility &
Corporate governance
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 Syllabus
CHAPTER 1: OVERVIEW OF PROFESSIONAL
ETHICS
1.1 Accountants as members of a profession
1.2. Interaction with society
1.3 Legal frameworks, regulations and standards for
business
1.4 Accountants and ethics
1.5 Professional accountant qualities
1.6 Values and attitudes for professional
accountants
9 1.7 Code of conduct
 Syllabus (cont.)
CHAPTER 2: PROFESSIONAL AND CORPORATE
ETHICS
2.1 “Profession” versus “professionalism”
2.2 The public interest
2.3 Accountants’ role and influence
2.4 Corporate ethics
2.5 Corporate and professional codes
2.6 Professional codes of ethics
2.7 Conflicts of interest and ethical threats
2.8 Conceptual framework and safeguards
10 2.9 Ethical dilemmas and conflict resolution.
 Syllabus (cont.)
CHAPTER 3: ETHICAL DECISION MAKING
3.1 Ethical theories
⚫ The ethical theories of relativism and
absolutism
⚫ Kohlberg’s levels of human moral
development
⚫ Deontological and teleological/
consequentialist approaches to ethics
3.2 Ethical decision making

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 Syllabus (cont.)
CHAPTER 4: OVERVIEW OF CORPORATE GOVERNANCE
4.1 Theory of governance
⚫ Company ownership and control
⚫ Definition, purpose, objectives and Key concepts of corporate
governance
⚫ Operational areas affected by issues in corporate governance
⚫ Internal and External corporate governance stakeholders
⚫ Agency theory and key concepts of agency theory
⚫ Principal-agent relationships and corporate governance
⚫ Transaction cost theory
⚫ Stakeholder theory
4.2 Development of corporate governance
⚫ Influences on corporate
12 ⚫ Development of corporate governance codes.
 Syllabus (cont.)
CHAPTER 5: BOARD OF DIRECTORS AND RELATED
ISSUES
5.1 The board of directors
⚫ Development of corporate governance regarding to the
board of directors
⚫ Board of directors – Roles and Responsibilities
⚫ Board meetings & Board structures
⚫ Board committees
⚫ Non-executive directors
⚫ Chairman and CEO
⚫ Directors' induction and Continuing Professional
Development – CPD
⚫ Directors – performance evaluation
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 Syllabus (cont.)
CHAPTER 5: BOARD OF DIRECTORS AND
RELATED ISSUES
5.2 Directors’ remuneration
⚫ Development of corporate governance regarding
directors' remuneration
⚫ Remuneration committee
⚫ Directors' remuneration
⚫ Directors’ remuneration: other issues
⚫ Nonexecutive directors' remuneration

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 Syllabus (cont.)
CHAPTER 5: BOARD OF DIRECTORS AND
RELATED ISSUES
5.3 Relation with shareholders and disclosure
⚫ Development of corporate governance regarding
shareholders and disclosure
⚫ Institutional Investors
⚫ General meetings
⚫ Proxy voting
⚫ Disclosure – general principles
⚫ Disclosure: best practice corporate governance
⚫ Mandatory versus voluntary disclosure

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 Syllabus (cont.)
CHAPTER 6: APPROACHES TO CORPORATE
GOVERNANCE
6.1 Rules and principles based approaches to
corporate governance
6.2 SarbanesOxley (SOX)
6.3 Divergent governance
6.4 Governance structures
6.5 International convergence

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 Syllabus (cont.)
CHAPTER 7: CORPORATE SOCIAL
RESPONSIBILITY & CORPORATE GOVERNANCE
7.1 Corporate social responsibility
7.2 Stakeholders and their claims
7.3 Stakeholder classifications
7.4 Shareholder ownership, property and
responsibilities

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 Assessment

• Class participation: 30%

- Group assignment : 20% (10% x 2)
- Individual assignment: 10%;

• 45-minute Mid-term exam (Open): 20%; and

• 60-minute Final examination: 50%.

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 Reference sources

• ACCA – P1 – Governance, Risk and Ethics

• CIMA – C5 Fundamentals of ethics, corporate
governance and business law

• CPA Australia – Ethics and Governance

• Thông tư 70/2015/TT-BTC Chuẩn mực đạo đức
nghề nghiệp Kế toán – Kiểm toán.

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 Q & A Section

Thank you

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