CORPORATE GOVERNANCE AND ETHICS

Faculty Siddharth Kanojia Year / Semester 4th year - VIII

semester
Course Title Corporate No. of Credits 4
Governance and
Ethics
Course Code Session Duration 55 Minutes
No. of Contact Pre-requisite Basic knowledge of
company law

ABOUT THE COURSE

This course addresses corporate governance as a key part of the pursuit of proper and
efficient practice in the administration of business entities as well as the ethical aspects of
individual and corporate decision making in business. Governance involves a set of
relationships between an organization’s management, its board, its shareholders, and other
stakeholders. To ensure that the companies effectively carry out their responsibility in society
and among investors, it is essential to implement the best corporate governance policies and
practices. Investor confidence in governance of companies is crucial as companies are the
most common form of carrying on business and are contributors of economic growth and
employment opportunities.

Thus, increased efforts are needed to improve corporate accountability in the country, which
starts at the base of educating future business students about the best business practices. This
course will help the students in improving understanding of governance issues, identifying
tools to implement quality processes, role of external governance, government regulations,
and more.

COURSE OBJECTIVES
CO 1 - To encourage critical thinking and understanding of students towards the need for
adopting good corporate governance practices in business;
CO 2 - The develop student's awareness and understanding towards a range of current ethical
and governance issues in relation to business;
CO 3 – To impart knowledge on various tools for attaining good corporate governance
practices;
CO 4 – To understand the intricacies of changing business world and requirements in context
of global practices

How are the above COs aligned with the Program Specific Objectives (POs) of the degree?
 
  PO1 PO2 PO3 PO4 PO5
CO1 ✓     ✓  
CO2    ✓  ✓  
CO3 ✓     ✓  
CO4      ✓  
 

TEACHING PEDAGOGY
Open discussions will be held in class and tutorial hours on various crucial aspects of
corporate governance and business ethics including case studies.

Students will be asked to read assignments/papers/articles thoroughly and thoughtfully, to

develop personal observations and insights about the material, and to write about and discuss
those insights in class, on exams, and in a short presentation.

EVALUATION PATTERN
Students will be evaluated on the basis of written research assignments on a topic relating to
Corporate Governance and business ethics, followed by viva-voce.
The evaluation pattern for the course (100 marks) shall be as below:
 25%- Internal Component
 25%- Mid-term Exam
 50% - End term Exam

COURSE PLAN
Module Contents No. of lectures
Module I - 1. Corporate Governance: Structure and History 12
Introduction 2. Theories of corporate governance
to Corporate  Stewardship theory
Governance  Agency theory
 Stakeholder theory
 Corporate control
 Corporate governance and performance
 Accountability and enterprise
3. Principle of Absolute Liability of corporates–
Case Studies
a. Bhopal Gas tragedy case
b. Shri Ram Food and Fertilizers case
Module II – 1. Study of reports of committees on corporate 12
Evolution of governance:
legal  Confederation of Indian Industry report
framework of  Kumar Mangalam Birla Committee
Corporate report
Governance  SEBI’s clause 35B and 49 of Listing
Agreement
 Narayan Murthy Committee Report
2. Present legal framework of corporate
governance under:
 Companies Act, 2013 and rules made
thereunder;
 SEBI regulations
3. Whistle Blowing mechanism
4. Corporate Social responsibility

Module III – 1. OECD Principles of Corporate Governance 10

International 2. Cadbury committee report, UK
position on 3. Greenbury committee report, UK
corporate 4. Hampel committee report, UK
governance 5. King Report on corporate governance, South
 Africa
6. Balanced global environment
 Judicious use of natural resources
 Kyoto protocol and Paris agreement on
climate change
7. International treaties and conventions
8. International cases

Module IV – 1. Board Composition and diversity 10

Role of Board 2. Role and Functions of Board Committees
in corporate 3. Performance Evaluation of Board and Directors
governance 4. Directors’ Training and Development
5. Risk management

Module V – 1. Ethical theories 12

Business 2. Insider trading
Ethics 3. Hostile takeovers
4. Stakeholder management
5. Stakeholders theory - Shareholder vs.
Stakeholder
6. Gender and Work-life Balance Issues