Corporate Governance

Dr. Mita Mehta , Associate Professor, SIMS

About the course
• Management
• Commerce
• Legal
• Compliances – Chartered Accounting
• CFA
• IT

Dr. Mita Mehta , SIMS Corporate Governance

Corporate Governance – origin from
corporate frauds ..
1993

Dr. Mita Mehta , SIMS Corporate Governance

 Corporate Governance ; why ?
• Corporate
• Governance
• Frauds
• Mis-governance
• Agent – owner conflict
• Pressure from market
• Company’s Act
• Board
• Regulators

Dr. Mita Mehta , SIMS Corporate Governance

Learning Objectives

• ­To understand, analyse, and review the larger theoretical and

empirical aspects of corporate governance, and ethics.
• To equip managers of today’s world with emerging opportunities and
challenges in the domain of governance within corporate context by
linking the micro context (corporate governance) to that of macro
context in a state and global context.
• To apply knowledge of CG in analyzing Corporate Performance .

Dr. Mita Mehta , SIMS Corporate Governance

Content
Module 1 Pedagogy Learning Outcome
Sr.No. Topic Hours

Lecture method Understanding Basic

Case Study Concept of Governance and
Discussion poor governance
 
 
 
Corporate Governance
1. Introduction to Governance
a. Governance in General and Governance of an
enterprise; models of corporate governance-
western vs. Indian
1.   b. History of Corporate Governance 6
c. Emergence of Institutions: State, Legal
frameworks-courts, law of conduct, and
Regulation of behavior
d. Linking Governance to performance of an
enterprise; accountability, and transparency.

Dr. Mita Mehta , SIMS Corporate Governance

Module 2
Pedagogy Learning Outcome
Sr.No. Topic Hours

Straight lecture method Theories of CG

 
Examples of different country and
system
Theoretical Approaches:
a. Institutional Economics and Economic
Sociology approaches
b. Transactional economics
c. Agency theory
2. d. Stewardship theory 6
e. Stakeholder theory
f. Shareholder theory
g. Resource Based Approach
h. Dynamic Capability Approach
 

Dr. Mita Mehta , SIMS Corporate Governance

 Module3
Pedagogy Learning Outcome

Sr.No. Topic Hours

Experiential learning Understanding CG

structure in corporate
houses
Practices and Elements of Corporate Governance
a. Selection, compensation, succession, and
removal in the context of organizational life cycle
(a) Board of Directors and
independent directors:
Past and present
3. (b) Chief Executive Officer 4
(c) Executives
(d) Gender specific issues
b. Governance in differently controlled businesses
(promoter organization, public and private
organizations).
 

Dr. Mita Mehta , SIMS Corporate Governance

Module 4
Pedagogy Learning Outcome

Sr.No. Topic Hours

a. Overarching Institutions: Website demo- ( If possible Understanding history

(a) International Acts (Sarbanes Oxley Act, 2002;
OECD)
MOOC) and regulators in CG
(b) Brief History of India and the development of  
Institutional system in history and present: judiciary, Presentations
and company law and company act. Securities Act,
SEBI regulation Mechanism, Company Bill and
Company law amendments.
(c) Corporate governance and socio-cultural
environment: an overview
4. (d) Role and responsibilities of financial institutions 6
(Creditors and credit rating agencies).
(e) Institutional Investor: scenario in India and world
(f) Corporate communication (Company reporting,
statutory disclosures); and Company Audit.
(g) Corporate governance ratings
(h) Good and Bad Corporate Governance: Whistle
blower policy, insider’s trade, corporate takeovers
(mergers and acquisitions).
 
Dr. Mita Mehta , SIMS Corporate Governance
How ?
• Concepts – PPT, links , News, Official documents
• Observation – Reading company’s reports and disclosers
• Experience / experiential learning – doing on your own
• Synthesis – findings and submission
• Case analysis

Dr. Mita Mehta , SIMS Corporate Governance

Evaluation
• MCQ
• Experiential learning – company analysis
• Written test

Dr. Mita Mehta , SIMS Corporate Governance

Feedback
• Poll
• Form

Dr. Mita Mehta , SIMS Corporate Governance

Must
• Attentive in class
• Make notes
• Not creative course
• Video – MOOC
• Don’t be expert – be a learner – practice

Dr. Mita Mehta , SIMS Corporate Governance

FAQs/ Misconception
• My specialization Mkt/ Fin/ HR/Ops/IB…how CG is relevant to my
domain?
• What do I learn post understanding governance?
• India has not yet adopted international standard and do I have to
understand from global perspective ?
• It is too technical ….
• It is legal course …
Solution
• Scope of the course will be limited to management learning ..
Dr. Mita Mehta , SIMS Corporate Governance