ICSA STUDENTS PLEASE NOTE: When you register for a module for the first time will receive a copy of the study text as part of the registration package. You do not need to order the text separately. You should only order a text if you require a replacement copy or new edition.

Defined as the system or process by which companies are directed and controlled, corporate governance is based on the principle that companies are accountable for their actions. The way businesses structure their boards and the checks and procedures they put in place to minimise risk and ensure compliance with company law are under increased scrutiny. All of these elements are the responsibility of the Chartered Secretary. With this in mind, the Corporate Governance module arms you with the skills and knowledge to ensure that your organisation enjoys an excellent reputation for best practice in this critical area; a skill set that creates strong demand for your services.

This new update of the ICSA Study Text in Corporate Governance, 6th edition will help prepare the student for their examination and establish them as the chief advisor to the board on best practice in corporate governance. The text includes the history and development of corporate governance practice as well as the complete texts of the Combined Code on Corporate Governance, the OECD Principles of Corporate Governance as well as other key guidance documents.

These study texts have been written specifically for students preparing for the professional level examinations of the Chartered Secretary qualification. This comprises the eight modules of the ICSA Professional Part 1 and Professional Part 2 programmes. The texts incorporate the latest syllabus changes and an innovative range of features to encourage active learning and to apply theory in real-life business situations. The materials are structured clearly to help in planning a programme of study. Further support is provided by notes on improving study skills and examination technique. The latest syllabuses, together with an overview from the Chief Examiner, are also provided.

Key learning features:

• Test your knowledge questions
• Definitions in the margin to explain key terms
• Theory into practice exercises
• Stop and think boxes
• Worked examples showing questions and answers
• Practice questions with answers

Useful reference material is also provided at the end of the text such as a glossary, directory of further reading, web-based resources and useful organisations and a comprehensive index. Additional information for students is available from www.icsa.org.uk.

•  ISBN: 9781860724206 •   Published June 2009 • £39.95

Contents
PART ONE WHAT IS CORPORATE GOVERNANCE?
Chapter 1 Definitions and issues in corporate governance
Chapter 2 Concepts in governance and the role of the company secretary
PART TWO DIRECTORS AND SHAREHOLDERS
Chapter 3 Directors and shareholders: powers and rights
Chapter 4 Balance of power on the board
Chapter 5 Non-executive directors
PART THREE RELATIONS WITH SHAREHOLDERS AND ACCOUNTABILITY
Chapter 6 Relations with shareholders
Chapter 7 Financial reporting and auditing
Chapter 8 Narrative reporting
PART FOUR REWARDS, RISK AND RESPONSIBILITY
Chapter 9 Directors' remuneration
Chapter 10 Risk management and corporate governance
Chapter 11 Ethics and corporate social responsibility
PART FIVE A HISTORY OF CORPORATE GOVERNANCE
Chapter 12 A history of corporate governance in the United Kingdom
Chapter 13 An international history of corporate governance
APPENDICES

About the author
Brian Coyle: Brian Coyle is a writer with extensive experience in private sector professional training and publishing for accountants, bankers, lawyers and company secretaries. His specialist areas include corporate governance and risk-based regulation. He is currently the managing director of International Financial Publishing Limited.