UNIVERSITAS INDONESIA

FACULTY OF ECONOMICS AND BUSINESS

ACCOUNTING DEPARTMENT
UNDERGRADUATES PROGRAM

SYLLABUS
TATA KELOLA PERUSAHAAN (CORPORATE GOVERNANCE)
ECAU6011306
SEMESTER II 2015/2016
No.
1
2
3
4
5
6
7
8
9
10

Lecturers Name
Sidharta Utama /
Ratna Wardhani - A (Inggris)
Viska Anggraita / Helson Siagian _ B
Elok Tresnaningsih C
Desi Adhariani D
Akhmad Syahroza / Hilda Rossieta
-E
Darminto / Fitriany F
Purwatiningsih G
Siti Nuryanah H
Chaerul D. Djakman I
Vera Diyanty /
Siti Nurwahyuningsih Harahap

E-mail
sidharta.utama@ui.ac.id /sidhartautama@yahoo.com
ratnawardhani@yahoo.com
viskaviska257@yahoo.co.id /siagian_helson@yahoo.com
elok.ti@yahoo.com.
adekaka2002@yahoo.com
a_syakhroza@yahoo.com/ enjum9@yahoo.co.uk
fitri_any@yahoo.com/ dr.darminto@yahoo.co.id
Ipung31@yahoo.com
siti.nuryanah@ui.ac.id
cdjakman@yahoo.com
veranabila1@gmail.com / nung@cbn.net.id

Subject Code

ECAU6011306

Subject Title

Tata Kelola Perusahaan (Corporate Governance)

Credit

Level

2 6 IES

Prerequisite Subject

None

Description

This subject provides students an understanding about the definition, the

importance, the principles and implementation of corporate governance, as well as
an overview to practice and issues of corporate governance in Indonesia. This
subject also discusses the role of accounting profession in promoting good
corporate governance.

Learning Objectives
(LO)

Upon completion of the subject, student will be able to:

a. Explain the need for corporate governance, principles and benefits of
corporate governance, evidence in Indonesia
i.
Explain theory, principles, needs, and benefits of corporate
governance
ii.
Explain theory, principles, needs, and benefits of public governance,
including the link between public and corporate governance
1

iii.

b.

c.

d.

e.

Topic

Explain the rights and responsibilities of shareholders (including

institutional investors), principles to facilitate them
iv.
Explain the equitable treatment of shareholders
v.
Explain the role of stakeholders and intermediaries in governance
vi.
Analyze and apply the principle of disclosure and transparency
vii.
Explain overall evidence of CG practice in Indonesia
Understand the components of board governance framework.
i.
Understand the role, responsibilities, and effectiveness of boards (Board
of Commissioners and Board of Directors)
ii.
Understand the role responsibilities, and effectiveness of committees
under the authority of the Board of Commissioners
Understand an organizations risks and opportunities using a risk management
framework.
i.
Understand the risk management framework
ii.
Understand an organizations risks and opportunities using a risk
management framework
Understand the components of internal control related to financial reporting.
i.
Understand the internal control over financial reporting and quality of
financial reporting
ii.
Understand the role of internal and external auditor in the CG framework
Understand social and ethical considerations when encountering ethical
dilemmas
i.
Understand the issue about corruption and public governance in
Indonesia
ii.
Understand how to apply business ethic and social consideration

Session
Topic
#
1 a) Theory, principles, needs, benefits of
b)
corporate governance, overall evidence in
Indonesia
2 a) Theory, principles, needs, benefits of public
b)
governance and the link between public
and corporate governance, overall
evidence in Indonesia
3
The rights and responsibilities of
shareholders (including institutional
investors) , including principles to facilitate
them; equitable treatment of shareholders
4
Indonesia evidence on practice of the
rights and responsibilities of shareholders
and equitable treatment of shareholders
5
The role of stakeholders and
intermediaries in governance
6

The role, responsibilities, and effectiveness

of board

LO

Method

a(i) c) Active Lecturing

and Small
Discussion
a(ii) c) Active Lecturing
and Small
Discussion
a(iii)

Active Lecturing
and Small
Discussion

a(iii)

Guest Lecturing
and Discussion

a(iv)

Small Discussion
and Group
Presentation
Collaborative
Learning

b(i)

9
10

11

The role responsibilities, and effectiveness

of committee under the authority of the
board
The principle of disclosure and
transparency

b(ii)

Collaborative
Learning

a(v)

The risk management framework in the

implementing Good Corporate Governance
Organizations risks and opportunities
using a risk management framework

c(i)

Small Discussion
and Group
Presentation
Collaborative
Learning
Collaborative
Learning

The internal control over financial

reporting and quality of financial reporting

d(i)

c(ii)

Small Discussion
and Group
Presentation
12
The role of internal and external auditor in d(ii)
Small Discussion
the CG framework
and Group
Presentation
13
The issue about corruption in Indonesia
e(i)
Guest Lecturing
and Discussion
14 a) Business ethic and social consideration b) e(ii) c) Small Discussion
and Group
Presentation

Teaching/Learning
Methodology

Assessment Method
in Alignment with
Intended Learning
Outcomes

Teaching method uses active lecturing and class discussions, in which students
achieve the study objectives by discussing and completing related problems or
cases under the guidance of lecturer. The problems and cases are taken from the
text book and other sources.
Specific Assessment
Methods/Tasks

%
Weigh
ting

Continuous Assessment
GROUP
Collaborative Learning
(5%)
Small Group Discussion
Paper
INDIVIDUAL
Mid Term Exam (20%)
Final Exam (20%)
Collaborative Learning
(5%)
Participation and
Discussion (15%)
Presentasi
Paper (15%)

100%
20%

Intended Learning Outcomes to

be Assessed
a

50%

50%
20%

30%

30%

20%

80%

Details of learning
methods

Student Study Effort

Expected

The specific learning methods used in this subject are:

1. Active Lecturing
The lecturer provides presentation about the related topic in the session and
encourages students to critically discuss and draw complex connections
among ideas related to the topic.
2. Small Group Discussion
Almost in all sessions, students will participate in a small group discussion.
The discussion is designed to raise their curiosity as well as to critically solve
some assignments. Students will be divided into groups that consist of not
more than 4 persons and discuss the reading materials (and also can gather
any information besides the reading materials identify in this syllabus to
support their understanding) related to the assignment. The lecturer observes
and facilitates the discussion as well as notes each students participation in
the discussion. The lecturer will choose one to three groups and the selected
group will present their notes of discussion to the class. The lecturer
concludes the discussion.
3. Collaborative Learning
Session 6 - 7 and 9 - 10 employs collaborative learning with simple jigsaw
approach, in which students are divided into groups and discuss the specific
cases in Home Group Discussion (HGD) and Focus Group Discussion (FGD). The
cases are divided into several topics for FGD and then all of FGDs topics will be
discussed in HDG. In each discussion (FGD and HGD) students will assess their
peer in a peer review form. Finally, each group will present the results of
discussions with the lecturer as facilitator. Results of the discussion and
presentation are expected to improve students understanding about the
concept and the implementation of the topics discussed. This presentation
session is also expected to benefit students to learn from other focus group
discussions.
4. Guest Lecturing
The invited guest lecturing will provide lecturing to the class based on
his/her/their practical experience guided by a moderator. Students will be
given the opportunity to ask question and discuss the topic with the guest
lecturer(s).

In Class
Teaching
Presentation
Discussion
Student independent study
Discussion preparation
Final paper preparation

35 Hours
17,5 Hours
7 Hours
10,5 Hours
35 Hours
20 Hours
15 Hours

Reference and
Reading

Compulsory Reading:
General reading (as references in all sessions):
1. OECD, 2015, OECD Corporate Governance Principles.
2. KNKG, 2006, General Guidelines of Indonesian Good Corporate
Governance (Pedoman Umum Good Corporate Governance Indonesia).
3. KNKG, 2010, Guidelines of Good Public Governance (Pedoman Good Public
Governance).
4. Rules and regulation related to corporate governance: Indonesian
Corporate Act, Capital Market Act, OJK/ Bapepam-LK regulations, BEI
regulations, BI regulations, and other relevant regulations.
5. ASEAN CG Scorecard: (i) ACMF-ADB, ASEAN Corporate Governance
Scorecard: Country Report and Assessments 2012-2013,
http://www.adb.org/publications/asean-corporate-governancescorecard-country-reports-and-assessments-2012-2013
6. World Bank, 2010, Report on Observance Standards and Codes: Corporate
Governance Country Assessment:Indonesia,
http://www.worldbank.org/ifa/rosc_cg_idn_2010.pdf
Session 1
1.
2.
3.
4.

Fox, M. A. and Hamilton, R. T. (1994), Ownership And Diversification: Agency

Theory Or Stewardship Theory. Journal of Management Studies, 31: 6981.
OECD, 2015, G20/OECD Principles of Corporate Governance.
KNKG, 2006, General Guidelines of Indonesian Good Corporate Governance.
Claessens, S. and Yurtoglu, B. (2012), Corporate Governance and Development
An Update, IFC.

Session 2
1.

2.
3.
4.

5.

Spanhove, J. and Verhoest, K. (2007), Corporate Governance vs Government

Governance: Translation or Adaptation,
https://lirias.kuleuven.be/bitstream/123456789/125531/1/eiasm_paper_span
hove&verhoest.pdf
KNKG, 2010, Guidelines of Good Public Governance
Principle 1 CG, OECD
Darmawan (2015) Legislative Strengthening and Empowerment: Efforts to
Strengthen Local Governance and Accountability through
Provincial Parliaments in Indonesia. American Journal of Applied Sciences, 12
(11): 802.809
World Governance Indicators,
http://info.worldbank.org/governance/wgi/index.aspx#home

Session 3
1. Claessens, S., Djankov, S., & Lang, L. H. . (2000). The separation of ownership
and control in East Asian Corporations. Journal of Financial Economics, 58(12), 81112.
2. Corporate Act, Capital Market Act, and relevant OJK regulation (RUPS,
Material Transaction, Affiliated Transaction, related party transaction,
insider transaction).
3. Claessens, et al. (1999). On Expropriation of minority shareholders: evidence
from east Asia. www.ssrn.com.
4. OECD (2015), Principle CG 2 and 3 (related to institutional investor and
insider trading).
5. Case: C.K.Tang: The Fight towards Privatisation, (2012) Corporate
Governance Case Studies, Edited by Mak Yuen Teen, CPA Australia.
Session 4
1. Presentation materials from guest lecturers
Session 5
1. Indonesian rules and regulation related to stakeholders protection.
2. Indonesian rules and regulation related to whistleblower
3. Spitzeck, Heiko and Erik G. Hansen (2010), Stakeholder governance: how
stakeholders influence corporate decision making. Corporate Governance,
10 (4) : 378-391
4. OECD (2015), Principle 3 (related to Intermediaries) and 4
5. Case: JLJ Holdings Limited: Poisoned by Its Rotten Apple, (2012) Corporate
Governance Case Studies, Edited by Mak Yuen Teen, CPA Australia.
Session 6
1. Corporate Act, Bapepam-LK Regulation Number IX.I.6 (boards of directors,
board of commissioners of public company and corporate secretary)
2. OECD (2015), Principle 6
3. Olubunmi Faleye, et al. (2011), The costs of intense board monitoring, Journal
of Financial Economics, Volume 101, Issue 1, July 2011, Pages 160181
Session 7
1. Bapepam-LK Regulation Number IX.I.5 (the formation and implementation
guidelines for audit committee)
2. PwC (2010), Audit Committee Effectiveness: What Works Best, 4th Edition
3. OJK Regulation (2014), Nomination and Remuneration function
Session 8
1
Utama, CG, Disclosure, and Its Evidence in Indonesia, Manajemen
Usahawan, Maret & April 2003
2
3

Eng, L.L. and Y.T. Mak (2003), Corporate governance and voluntary
disclosure, Journal of Accounting and Public Policy 22 p. 325345
OECD, 2015, Principle 5

4
5

Relevant regulation of OJK (Annual report, Financial Statements, Website,

Comply or Explain, information transparency)
Case: PT PGN, information transparency and insider trading

Session 9
1. Mc Rae and Balthazor (2000), Integrating Risk Management into the CG: The
Tunrbull Guidance. Risk Management 2(3):35-45
2. KNKG (2011), Implementation Guideline Draft of Governance based Risk
Management
3. Example: Risk Management Policies: (i) PT Indofarma (Persero) Tbk (2012);
(ii) PT Pupuk Kaltim Tbk (2013)
Session 10
1. Ristuccia and Epps (2009), Becoming Risk Intelligent. Risk Management 56
(3):88
2. Kendrick (2004), Strategic risk: am I doing ok? Corporate Gavernance (4 )4 :
69 -77
3. Case: Risk management PT Telkom
Session 11
1. D'Aquila and Houmes (2014), COSO's updated internal control and ERM
frameworks. The CPA Journal, May :54 -59
2. Petra and Loukatos (2009), The SOX Act of 2002: a five year restospective.
Corporate Governance 9 (2): 120-132
3. Case: The Satyam Fiasco, (2012) Corporate Governance Case Studies, Edited
by Mak Yuen Teen, CPA Australia.
Session 12
1. Crowe Horwarth (2011), Strengthening Corporate Governance with Internal
Audit
2. IIA (2009), The role of Internal Auditing in Enterprise Wide Risk Management
3. Makni, Ikbel, Mohamed Chakib Kolsi, Habib Affes (2012), The impact of
corporate governance mechanisms on audit quality: evidence from Tunisia,
the IUP Journal of Corporate Governance, Vol XI No. 3, 2012, p. 48
4. Fan , Joseph P. H. and T. J. Wong, (2005), Do External Auditors Perform a
Corporate Governance Role in Emerging Markets? Evidence from East Asia,
Journal of Accounting Research, Vol. 43. No. 1 (Mar., 2005), pp. 35-72
5. OJK Regulation related to external auditor and internal auditor.
Session 13
1. Indonesian Act No. 31 year 1999 and Indonesian Act No. 20 year 2001 about
corruption.
2. Kaufmann, Daniel (2005), Myths and Realities of Governance and
Corruption, MPRA Paper No. 8089
3. Presentation materials from guest lecturers
Session 14
7

1. Masdor (2011), Ethical Theories of Corporate Governance, International

journal of Governance, 1 (2): 484-492.
2. Handy, Charles (2002), Whats a Business for? Harvard Business review,
December 2002.
3. Integrity, Without it, Nothing Works. An Interview with Michael Jensen.
Rotman Magazine, Fall 2009.
4. Kakabadse et.al. (2005), Corporate Social Responsibility and Stakeholder
Approach: A Conceptual Review, Int. J. Business Governance and Ethics, Vol.
1, No. 4.