Unit1 - Corporate Governance

Noida Institute of Engineering and Technology, Greater
Noida
INTRODUCTION OF CORPORATE
GOVERNANCE
Unit: 1
Corporate Governance, Values

& Ethics AMBA0302 SHRUTI SHARMA
MBA
MBA 2nd Year (3RD Sem) Department
March 7, 2024 Shruti sharma AMBA 0302

Unit-1 1
Index/Content
S. No. Index
1. Name of Subject with code, Course and Subject
Teacher
2. Brief Introduction of Faculty member with
Photograph
3. Evaluation Scheme
4. Syllabus
5. Branch wise Application
6. Course Objective(s)
7. Course Outcome(s)
8. Program Outcomes (POs)
9. COs and POs Mapping
Shruti sharma AMBA 0302

March 7, 2024 Unit-1 2
Index/Content
S. No. Index
10. Program Specific Outcomes (PSOs)
11. Cos and PSOs Mapping
12. Program Educational Objectives (PEOs)
13. Result Analysis
14. End Semester Question paper Templates
15. Prequisite/Recap
16. Brief Indtroduction about the Subject with Videos
17. Unit Contents
18. Unit Objectives
19. Topic Objectives/Topic Outcome

Unit-1
March 7, 2024 3
Index/Content
S. No. Index
20. Lecture related to topic
21. Daily Quiz
22. Weekly Assignment
23. Topic Links
24. MCQs
25. Glossary Questions
26. Old question papers
27. Expected Questions
28. Recap of unit

Unit-1
March 7, 2024 4
Brief Introduction of the Faculty Member
Faculty Name: SHRUTI SHARMA

Designation: ASSISTANT PROFESSOR
Department: MBA
Email ID: shrutisharma@niet.co.in
Qualification: MBA (pursuing PHD.)

Specialisation: Finance & Human Resource
Management
Research Area: Entrepreneurship and innovation
Teaching Area: Management (Finance & Core subjects)
Total Experience: 2.5 years
March 7, 2024 Shruti sharma AMBA 030 5

2 Unit-1
Evaluation Scheme

2 Unit-1
Subject Syllabus
Unit –I Corporate Governance
Meaning, Definition, Nature, Issues, need of corporate governance

code, Code of Corporate Practices, Corporate Social Responsibility,
Corporate Social Reporting, Corporate Governance and the Role of
Board (BOD), Corporate Governance System Worldwide, Corporate
Disclosure and Investor Protection in India.

2 Unit-1
Subject Syllabus
Unit –II Corporate Governance Framework in India
Corporate Boards and Its Powers, Responsibilities and Disqualifications; Board

Committees and their Functions- Remuneration Committee, Nomination Committee,
Compliance Committee, Shareholders Grievance Committee, Investors Relation
Committee, Investment Committee, Risk Management Committee, and Audit
Committee; Regulatory Framework of Corporate Governance in India; SEBI Guidelines
and Clause 49; Reforms in The Companies Act, 2013; Challenges in Corporate
Governance

2 Unit-1
Subject Syllabus
• Unit –III- Values in Modern Business
Values – Concepts, Types and Formation of Values, Values of Indian

Managers; Managerial Excellence through Human Values; Spiritual
Values. Modern Business Ethics and Dilemmas, Conflict between
personal values and organizational goals.

2 Unit-1
Subject Syllabus
Unit –IV- Business Ethics
Meaning, Definition, Nature, Importance. Ethical Dilemma – Ethical

Decision Making, Ethical Reasoning, Ethical issues, Ethics Management –
Key roles and responsibilities, Benefits of Managing Ethics in Work Place,
Code of ethics, Guidelines for developing code of ethics. Historical
Perspective of Ethics – Excerpts from scriptures, Socialization.

2 Unit-1
Subject Syllabus
Unit –V Ethics in Organization
Institutionalizing of Ethics, Traditional view, Contractual theory, Stake-holders’ theory, The

Regulatory and voluntary actions. Ethics and HRM, Ethics and Marketing, Ethics in Finance
and Accounting, Ethical implications of Technology. Ethics and Information Technology
Text books
• 1. Fernando A C – Business Ethics & Corporate Governance, 2e, Pearson
• 2. Kumar T N Satheesh- Corporate Governance, Oxford University Press
• 3. Mandal S K – Ethics in business and corporate governance, 2e, McGraw-Hill
Reference Books
• 1. Hartman Laura P & Chatterjee Abha - Business Ethics, Tata McGraw Hill
• 2. Mohapatra, Sreejesh- Case Studies in Business Ethics & Corporate Governance, 1e,
Pearson

2 Unit-1
Branch Wise Applications
Being a core subject this subject will help the students gain
understanding of :
• the functions and responsibilities of Employees.
• It shall provide students the tools and techniques to be used in the

performance of the managerial job.
• And will also enable them to analyze and understand the complex
values and ethics at organization.

2 Unit-1
Course Objective
• Introduce the concept and importance of corporate

governance in business
• Make students aware of corporate governance frame
work in India.
• Understanding of various aspects and dimensions of
ethics in management
• Discuss the ethical values and that drive the modern
businesses
• Develop the understanding of modern challenges and
issues in corporate Governance.

2 Unit-1
Course Outcome
CO 1:Have insights into various concepts & cases related to Corporate

Governance.
CO2: Gain a deeper understanding of the about the Corporate Governance

framework.
CO3: Develop the ability to practice various aspects, factors related value in
business.
CO 4: Work and discharge responsibilities in an ethical way in the organization
CO 5: Understand modern practices of Corporate Governance in various areas of

business.

2 Unit-1
Program Outcomes
PO1: Knowledge of Management theories and practices
PO2: Analytical & Critical thinking abilities
PO3: Value based leadership
PO4: Understand, analyze and communicate all aspects of business
PO5: Achievement of Organizational goals

2 Unit-1
CO-PO Mapping
S No CO/PO PO1 PO2 PO3 PO4 PO5
1 CO1 1 2
2 CO2 2 2
3 CO3 2 2 3
4 CO4 3 1
5 CO 5 2 1
avg. 1.6 0.8 0.6 0.2 1

**3= High *2= Medium
*1=Low

2 Unit-1
Program Educational Objectives
PEO1: Conceptual Knowledge to adapt in rapidly changing environment and

learn new skills and demonstrate application of management principles in
professional work setting.
PEO2: Apply appropriate tools for decision making for solving complex
managerial problems in local or global context.
PEO3: Exhibit Integrity, social responsibility and teamwork.
PEO4: Exhibit ethics, communication skills, leadership qualities and

entrepreneurial mindset.
Shruti sharma AMBA

March 7, 2024 17
0302 Unit-1
Result Analysis
Subject Name & Total

Code No. Of
Stude Pass %
nts No. of No. of no. of No. of No. of Averag
students student student studen student e
40>65 s 65>75 s 75>90 ts 90 & s Marks
(%) (%) (%) Above Backlog (150)
(%)
Corporate 109 99 31 41 34 2 01 102

governance,
values & ethics
(AMBA0302)

2 Unit-1
End Semester Question Paper Template

2 Unit-1

2 Unit-1

2 Unit-1
Prerequisite
• Student should have a primary understanding of

Principles & Practice of Management,
• Student should have a primary understanding of
Organizational Behaviour, values and ethics of
employees.

2 Unit-1
Brief Introduction about the Subject
• Corporate governance is the system of rules, practices, and

processes by which a firm is directed and controlled.
• Corporate governance essentially involves balancing the interests
of a company's many stakeholders, such as shareholders, senior
management executives, customers, suppliers, financiers, the
government, and the community

2 Unit-1
Subject Videos
https://www.youtube.com/watch?v=5_btNIdvEfo
https://www.youtube.com/watch?v=Lx83q3mW0oo
https://www.youtube.com/watch?v=uXuj-Kj6_wE

2 Unit-1
Unit Content
1. Meaning, Definition, Nature, Issues, need of corporate governance code,
2. Code of Corporate Practices, Corporate Social Responsibility, Corporate

Social Reporting, Corporate Governance and the Role of Board (BOD),
3. Corporate Governance System Worldwide, Corporate Disclosure and

Investor Protection in India.

2 Unit-1
Objectives of the Unit
The objectives of this unit are:
• To understand the meaning of corporate governance.

• To understand the corporate governance by objectives
• To understand the code of conduct
• To learn about disclosure process and investor
protection act in India.

2 Unit-1
Noida Institute of Engineering and
Technology, Greater Noida
(Unit –I) Topic 1
Meaning, Definition, Nature, Issues,

need of corporate governance code,
Code of Corporate Practices,
Shruti sharma AMBA

0302 Unit-1
Topic Objective & Topic Outcome
S No Topic CO
1 Fundamentals of corporate governance and CO 1
its concept
2 Code of conduct CO 1
3 Framework of corporate governance and CO 1
Investor Protection in India

2 Unit-1
Session Learning Objective with CO mapping
1. Understand the meaning of Fundamentals of corporate

governance and its concept
Topic Course
Outcome
1. to make them understand the Fundamentals CO1
of corporate governance and its concept
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2 Unit-1
Introduction Of Corporate Governance
Introduction
Corporate governance is the system of rules, practices, and processes by
which a firm is directed and controlled. Corporate governance essentially
involves balancing the interests of a company's many stakeholders, such as
shareholders, senior management executives, customers, suppliers,
financiers, the government, and the community.
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2 Unit-1
Definition Of Corporate Governance
In essence we believe that good corporate governance consists of a system of

structuring, operating and controlling a company such as to achieve the following:
• a culture based on a foundation of sound business ethics fulfilling the long-term

strategic goal of the owners while taking into account the expectations of all the
key stakeholders, and in particular
• maintaining proper compliance with all the applicable legal and regulatory
requirements under which the company is carrying out its activities.
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2 Unit-1
Scope Of Corporate Governance
•If the corporate governance of the company is proper it will ultimately lead
to better economic growth and more success rate.
•Better corporate governance helps in getting the confidence of the investor
which will ultimately help the company in raising and acquiring the capital
fast and effectively.
•It also lowers the cost of the capital that is required for investment.
•It also helps in increasing the share price of the company.
•Proper corporate governance help in attaining efficiency and also minimizes
mismanagement, risk, and corruption.
•It plays in building up the goodwill of the corporation.
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Issues Of Corporate Governance
There are some problems also with corporate governance as it needs to achieve the
objective of each and every one of its stakeholders. The goals of each of its stakeholders
should be considered and neither of them should be undermined. Some of the common
issues are discussed below :
• Interest May Be Conflicted

Interest may be conflicted when the one who has a controlling power has some financial
interest that could affect his decision making and may also conflict with the company’s
objectives.
• Issues Of The Oversight

For proper corporate governance to be effective the directors’ team of the company
should have proper sight over the company’s processes.
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2 Unit-1
Issues Of Corporate Governance
Some of the common issues are discussed below :
Issues Of The Accountability

• Accountability is something that is necessary for the proper functioning of
corporate governance. From a high-level position to lower-level positions job,
role and accountability should be clearly mentioned, So, that there is no
confusion among the members.
Issues Of Transparency
• For bringing transparency in the organization corporation must make accurate
and fair reporting of their profit and loss and should present a true picture of it
to those who invest in the company.
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2 Unit-1
Introduction Of Corporate Governance
The Bottom Line

• Corporate governance consists of the guiding principles that a company puts in
place to direct all of its operations, from compensation to risk management to
employee treatment to reporting unfair practices to its impact on the climate, and
more.
• A strong, transparent corporate governance leads a company to make ethical
decisions that benefit all of its stakeholders, allowing the company to place itself
as an attractive option to investors if its financials are also healthy.
• Bad corporate governance leads to a breakdown of a company, often resulting in
scandals and bankruptcy.
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2 Unit-1
Benefits Of Corporate Governance
Benefits of Corporate Governance
Good corporate governance ensures corporate success and economic growth.
Strong corporate governance maintains investors’ confidence, as a result of which,

company can raise capital efficiently and effectively.
It lowers the capital cost.
There is a positive impact on the share price.
It provides proper inducement to the owners as well as managers to achieve objectives

that are in interests of the shareholders and the organization.
It helps in brand formation and development.
Good corporate governance also minimizes wastages, corruption, risks and

mismanagement. 36
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2 Unit-1
Discussion for next session
Corporate ethics or marketing?
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2 Unit-1
Recap
1. The Meaning Of CORPORATE GOVERNANCE

2. Definition of CG
3. Stake holders
4. The Various needs of CG.
5. The benefits of CG
6. The Scope Of CG.
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2 Unit-1
Daily Quiz
• What Are the 4 Ps of Corporate Governance?

The four P's of corporate governance are people, process, performance, and
purpose.
• Why Is Corporate Governance Important?

Corporate governance is important because it creates a system of rules and
practices that determine how a company operates and how it aligns the
interest of all its stakeholders. Good corporate governance leads to ethical
business practices, which leads to financial viability.
• What Are the Basic Principles of Corporate Governance?

The basic principles of corporate governance are accountability, transparency,
fairness, and responsibility.
• What Are Examples of Corporate Governance?

Examples of corporate governance include the Anglo-US model, the German
model, and the Japanese model. 39
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2 Unit-1
Noida Institute of Engineering and Technology, Greater
Noida
Code of Corporate Practices, Corporate Social Responsibility,

Corporate Social Reporting, Corporate Governance and the Role of
Board (BOD)
Session 2
CORPORATE GOVERNANCE
SHRUTI SHARMA
MBA
MBA 2nd Year (3RD Sem) Department
40
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2 Unit-1
(Unit –I) Topic 2
Code of Corporate Practices, Corporate

Social Responsibility, Corporate Social
Reporting, Corporate Governance and the
Role of Board (BOD)
Shruti sharma AMBA

0302 Unit-1
1. Understand the meaning of Corporate Code of conduct
Topic Course Outcome
CO1
1. to make them understand Code of conduct
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2 Unit-1
Code Of Corporate practices
What are company values?
company values (also called corporate values or core values) are the set of guiding
principles and fundamental beliefs that help a group of people function together as a
team and work toward a common business goal. These values are often related to
business relationships, customer relationships, and company growth.
Examples of company values

Company values don’t have to be unique; they should be what your company wants
to see in itself and its employees. Some examples are:
•Loyalty
•Honesty
•Trust
•Ingenuity
•Accountability
•Simplicity
•Respect
•Value-centricity
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2 Unit-1
Why are company values important?
From a business perspective, having a core set of company values makes

it easier for a company to make decisions, foster teamwork and help
employees collaborate, quickly communicate principles to clients and
customers, and hire employees with the right attitude.
The way I see it, creating a business is a bit like creating a community:
• if you want the community to act as a group, you need a shared
code/vision/identity/ethos, an organizational culture that drives whom you
choose to invite in and how the community functions as a whole.
• If you don’t own, define, and care about the values of your community, they
will evolve on their own, potentially in ways that hurt your business.
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4 elements of effective company core values
1. Lead with your vision statement : Your company values are the principles that
support this vision: before you can articulate effective company values, you need
to think about what impact your company can have on people (even if it’s a tiny
niche) and write a sentence that sums up that ideal scenario.
2. Keep your values unique: We’ve all heard values like ‘think big’ or ‘be curious’
from a handful of giants like Netflix and Amazon; it’s not unusual that smaller
companies are influenced by them and end up having pretty much the same
values.
Eg: if you are a 100% profit-driven organization, embrace that. Use your values to
make sure you hire people that think the same, unique way.
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3. Make values simple to understand and remember
4. Evolve your values over time
Eg: Google
Google has a list of 10 company values called “ ten things we know to be true”.
Focus on the user and all else will follow.
1.It’s best to do one thing really, really well.
2.Fast is better than slow.
3.Democracy on the web works.
4.You don’t need to be at your desk to need an answer.
5.You can make money without doing evil.
6.There’s always more information out there.
7.The
March 7, 2024 need for information crosses all borders.
46
8.You can be serious without a suit.
9.Great just isn’t good enough.
2 Unit-1
• Codified set of ethical standards to which a corporation aims to adhere.

Commonly generated by corporations themselves, corporate codes of
conduct vary extensively in design and objective.
• Crucially, they are not directly subject to legal enforcement. In an era acutely
aware of the dramatic social and environmental effects of corporate activity
across the world, such codes of conduct have become the focus of
considerable attention
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The pillars of this Code of Best Practice of Corporate Governance are

• Transparency
• Accountability
• Fairness
• Ethics
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The Code is made up of six parts:
• Owners –shareholders, quotaholders or partners

• Board of Directors –the body representing the owners
• Management –the chief executive officer and top managers
• Auditing –the independent auditors
• Surveillance –the fiscal council
• Ethics/Conflicts of interest
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Corporate ethics or marketing?
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2 Unit-1
Corporate governance practices in India
The organizational framework for corporate governance initiatives in India

consists of the Ministry of Corporate Affairs (MCA) and the Securities and
Exchange Board of India (SEBI).
• SEBI monitors and regulates corporate governance of listed companies in

India through Clause 49. This clause is incorporated in the listing
agreement of stock exchanges with companies and it is compulsory for
listed companies to comply with its provisions.
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2 Unit-1
Corporate governance practices in India
• MCA through its various appointed committees and forums such as

National Foundation for Corporate Governance (NFCG), a not-for-profit
trust, facilitates exchange of experiences and ideas amongst corporate
leaders, policy makers, regulators, law enforcing agencies and non-
government organizations.
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Corporate Social Responsibility
• Corporate social responsibility (CSR), introduced to promote the idea that

corporate activities should, at the very least, avoid disruption to the wider
society and preferably generate positive effects.
• Examples of CSR practices include the preservation of the environment

through low-pollution and energy-efficient measures, the production of
merchandise that is recycle and biodegradable, and the promotion of
uniform treatment of employees across labour markets, thus ensuring
acceptable working conditions irrespective of local market standards (such
as the refusal of child labour). 53
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2 Unit-1
Corporate Social Reporting
So, what is a CSR report? What do quality CSR reports look like, and why do they
matter for businesses and society?
WHAT IS A CSR REPORT?
According to the online course sustainable business strategy, corporate social
responsibility is the idea that a business has a responsibility to the society and
environment in which it operates. Many businesses striving to be socially
responsible use the triple bottom line—an organization’s impact on people and
the planet, in addition to its profits—to determine strategic priorities.
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2 Unit-1
Corporate Social Reporting
WHY ARE CSR REPORTS IMPORTANT?

• CSR reports are a way for an organization to communicate its mission, efforts,
and outcomes to external and internal stakeholders. In addition to employees,
decision-makers, and shareholders, these include customers, the local
community, and society at large.
• If a company has been bold and successful in its CSR efforts, the release of its
CSR report is as much a communication tool as it is a marketing and public
relations event.
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2 Unit-1
Corporate Governance and the Role of Board (BOD),
• Corporate Governance is concerned with the functioning of Board of

Directors (BODs) –its structure, styles, process, their relationships and
roles, activities etc.
• Therefore, Boards of directors (BODs) is considered as a crucial part of
the Corporate Governance.
• Directors are appointed by the shareholders of the company, who set
overall policy for the company, and the board appoints one or more of
them as managing directors/whole time directors/ executive directors to
be approved by the shareholders.
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2 Unit-1
Corporate Governance and the Role of Board (BOD),
• They are a link between the people who provide capital (the
shareholders) and the people who use that capital to create value (the
managers).
• The board’s primary role is to monitor management on behalf of the
shareholders. Board of directors is the important element of Corporate
Governance.
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2 Unit-1
Corporate Governance System Worldwide
• Our language, beliefs, cultures, tastes, attitudes and politics have

developed over centuries and are what make each of our nations unique.
• Unsurprisingly, our business practices have evolved in an equally as diverse

pattern and, despite the increasing globalization of our biggest businesses,
governance rules now also vary considerably between countries.
• All global governance rules aim to protect shareholders and stakeholders

while ensuring the prosperity of the business, but not all follow the same
model and can lead to very different structures, spheres of influence and
succession plans.
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2 Unit-1
What governance models are there around the globe?

CG is the system of rules, practices and processes by which a company is
directed and controlled. Corporate governance essentially involves balancing
the interests of a company’s many stakeholders, such as shareholders,
management, customers, suppliers, financiers, government and the
community.
59
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2 Unit-1
Recap
1. The Meaning Of CORPORATE GOVERNANCE and ROB

2. Definition of ROB
3. Importance of CG worldwide
4. The Various CG practices in India.
5. The Code of corporate practices
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2 Unit-1
Daily Quiz
• CSR & corporate governance represent a -------- between

business and society.
1. Social climate
2. Special contract
3. Special climate
4. Social contract
• Corporate governance is a form of-

1. External regulation
2. Self regulation
3. Government control
4. Charitable action
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2 Unit-1
(Unit –I) Topic 3
Corporate Disclosure and Investor Protection in

India
Shruti sharma AMBA

0302 Unit-1
1. Understand the meaning of Framework of corporate governance

and Investor Protection in India
Topic Course
Outcome
CO1
1. to make them understand Framework of corporate
governance and Investor Protection in India
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For example,
• In the US shareholders elect a board of directors, who in turn hire and fire the
managers who actually run the company. In Germany, the board is not legally
charged with representing the interests of shareholders, but is rather charged
with representing the interests of stakeholders, including workers and creditors
as well as the shareholders. It also usually has a member of the labour union
on the board.
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For example,
• In the UK, the majority of public companies voluntarily abide by the Code of
Best Practice on corporate governance. It recommends there should be at least
three outside directors and the board chairman and the CEO should be
different individuals.
• China has colossal corporate structures where businesses have parent,

grandparent and even great-grandparent companies. Each level has a board
and Communist Party officials usually have a seat. In India, the founding family
members usually hold sway over the board.
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Corporate Disclosure and Investor Protection in India
Defining corporate disclosure
• Corporate disclosure can be defined as the communication of information by

people inside the public firms towards people outside .
• The main aim of corporate disclosure is “to communicate firm performance
and governance to outside investors” (Haely and Palepu, 2001).
• This communication is not only called for by shareholders and investors to
analyze the relevance of their investments, but also by the other
stakeholders, particularly for information about corporate social and
environmental policies.
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Defining corporate disclosure
Disclosure takes different forms. The first one is financial reporting, essentially
financial statements whose contents are defined by accounting standards (for
instance the International Financial Reporting Standards).
• As compliance with good practice in corporate governance is now required,
reporting also concerns governance (for instance, the “comply or explain”
principle has been enforced since 2008 in the European Union).
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Benefits of disclosure for shareholders:
• Shareholder value creation

• Investors’ behavior and increased share liquidity
• Change in managerial behavior: better governance and a fall in agency costs
The costs of disclosure:
• Practical costs
• Unfair competition and regulatory capture
• Governance costs
Fraud and concealment: when disclosure does not provide

information
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• Reporting must respect specific rules, even specific formats, restricting the
discretion of managers, and allowing stakeholders a better understanding of
information. Besides reporting, managers also communicate information in a
less formal way, for instance by press conferences, by announcement on
websites and so on.
Whatever the form the disclosure takes, two other distinctions can be done.
• The first distinction is based on the opposition between financial and non-
financial disclosure.
• The latter includes information relating to the company’s social and
environmental responsibility and company’s corporate governance as well as
information relating to the firm’s operating methods or to managers’ health
(Healy and Palepu, 2001).
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• The second distinction is based on the opposition between voluntary and

mandatory disclosure.
• Voluntary disclosure is a measure of self-regulation or a response to the
expectations of stakeholders and civil society for more disclosure (Chandler,
1997).
• Mandatory disclosure results from legislation or regulation.
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Investor Protection Measures by SEBI

• Investors are the pillar of the financial and securities Market. They determine the
level of activity in the market.
• They put the money in funds, stocks, etc. to help grow the market and thus, the
Economy. It thus very important to protect the interests of the investors. investor
protection involves various measures established to protect the interests of
investors from malpractices.
• Securities and Exchange Board of India (SEBI) is responsible for regulations of the
Mutual Funds and safeguard the interests of the investors.
• Investor protection measures by SEBI are in place to safeguard the investors from
the malpractices in shares, the stock market, Mutual Fund, etc.
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What is Investor Protection?

• The investor insurance money is a symbol of assurance. In simpler words
investor protection implies that up to a specific breaking point, you get your
cash back if the dealer goes into Bankruptcy or submits extortion.
• It is a significant Factor to consider when you open a Trading Account or a
record with an online dealer. At the point when you open an exchanging
account at a brokerage, you normally get financial backer security.
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What is SEBI?
• The Securities and Exchange Board of India is a legal administrative body set up
on the 12th of April, 1992.
• The main purpose of SEBI is to manage and regulate the securities and
commodity market of India while forming guidelines and rules.
• The administrative center of SEBI is in Bandra Kurla Complex, Mumbai. SEBI has
a corporate structure involving different divisions, each oversaw by an office
head. There are about 20+ divisions.
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What are the functions of SEBI?

SEBI is basically set up to ensure the interests of financial backers in the
protections market.
• It advances the improvement of the protections market and controls the
business.
• SEBI gives a stage to stockbrokers, sub-dealers, portfolio chiefs, speculation
consultants, share market specialists, brokers, trader financiers, trustees of
trust deeds, recorders, guarantors, and other related individuals to enlist and
manage work.
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• Recording and monitoring the work of custodians, depositors, participants,
foreign investors, credit rating agencies, etc.
• Registering investment schemes like Mutual fund & venture Capital funds, and
regulating their functioning. Promotion and controlling of self-regulatory
companies.
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Investor protection legislation is implemented under the Section 11(2) of the
SEBI Act. The measures are as follows:
• Stock Exchange and other securities market business regulation. Registering
and regulating the intermediaries of the business like brokers, transfer agents,
bankers, trustees, registrars, portfolio managers, investment consultants,
merchant bankers, etc.
• Recording and monitoring the work of custodians, depositors, participants,
foreign investors, credit rating agencies, etc.
• Registering investment schemes like Mutual fund & venture Capital funds, and
regulating their functioning. Promotion and controlling of self-regulatory
companies.
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2 Unit-1
Daily Quiz
• One of the largest liabilities a corporation has is to its __________

• The primary stakeholders are:______
• The corporate governance framework should promote________ and
_______, and the efficient allocation of resources
• Fairness and honesty are at the heart of business ethics and relate to
the general values of decision makers. (true/false)
• The most basic ethical concerns have been codified by laws and
regulations that encourage businesses to conform to society's values
and norms. (true/false)
• Since all ethical standards are universally accepted, they do not
depend on the culture in which a business operates. (true/false)
• Write the full form of SEBI.
• Define investor protection act.
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2 Unit-1
Weekly assignment
• Group presentations on the CSR activities

conducted by different corporations in India.
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2 Unit-1
Topic Links
• All the relevant links are being added under the notes of that same slide.

2 Unit-1
GLOSSARY QUESTIONS
(corporate governance,Corporate Governance Ratings, bankruptcy,

corporate monitors)
Persons hired with the express purpose of preventing and detecting
a malfeasance within a corporation or firm.
In _______, the legal obligation of the corporation is to preserve and

b maximize the financial claims of creditors.
c The system of checks and balances is called_______

Rating systems which attempt to grade or assess corporate governance
d quality.
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2 Unit-1
END SEMESTER QUESTION PAPER ( SESSIONALS +
UNIVERSITY)
Printed page: 2 Subject Code: CGV&E
Roll No:
NOIDA INSTITUTE OF ENGINEERING AND TECHNOLOGY ,GREATER NOIDA
(An Autonomous Institute Affiliated to AKTU, Lucknow)
B.Tech/B.Voc./MBA/MCA/M.Tech (Integrated)
(SEM: 3rd SESSIONAL EXAMINATION –I )(2021-2022)
Subject Name: Corporate Governance , Values & Ethics
Time: 1.15Hours
Max. Marks:30
General Instructions:
•All questions are compulsory. Answers should be brief and to the point.
• This Question paper consists of 2 pages & 5 questions.
•It comprises of three Sections, A, B, and C. You are to attempt all the sections.
•Section A -Question No- 1 is objective type questions carrying 1 mark each, Question No- 2 is very short
answer type carrying 2 mark each. You are expected to answer them as directed.
•Section B - Question No-3 is Short answer type questions carrying 5 marks each. You need to attempt
any two out of three questions given.
•Section C -Question No. 4 &5are Long answer type (within unit choice) questions carrying 6marks
each. You need to attempt any one part a or b.
•Students are instructed to cross the blank sheets before handing over the answer sheet to the invigilator.
•No sheet should be left blank. Any written material after a blank sheet will not be evaluated/checked.

2 Unit-1
UNIVERSITY) sessional 1
SECTION – A [8]
1.
Attempt all parts (4×1=4) CO
a. Who is a primary stakeholder? (1) 1
b. Write the full form of SEBI. (1) 1
c. Ethics and social responsibility mean the same thing. (1) 1
(TRUE/FALSE)
d. Business ethics refers to principles and standards that determine (1) 1
acceptable conduct in business organizations.
(TRUE/FALSE )
2.
Attempt all parts (2×2=4) CO
a. Define corporate ethics and values. (2) 1
a. What are the basic principles of corporate governance? (2) 1
SECTION – B
3.
Answer any two of the following- [2×5=10] CO
a. Discuss the social responsibility issue of businesses toward its employees. (5) 1
b. Explain corporate governance transparency. (5) 1

2 Unit-1
UNIVERSITY)
c. How do you recognize an ethical issue in business? (5) 1
SECTION – C
4 Answer any one of the following- (Anyone can be applicative if applicable) [2×6=12] CO
a. Question- Manoj, an assistant pharmacist at Mahajan Inc., stole money (6) 1
from the cash counter to purchase cocaine. In this scenario, discuss the
ethics that have been violated by Manoj in his workplace.
b. Question- Discuss the measures that companies have taken to address (6) 1
environmental concerns and to become more sustainable.
5. Answer any one of the following-
a. Raj, an employee at Shield Corp., bullies new employees in the (6) 1
workplace. In this context, discuss the kind of misconduct that Raj
engages in.
b.
Site a CSR activity example for any organisation. (6) 1

2 Unit-1
END SEMESTER QUESTION PAPER ( SESSIONALS + UNIVERSITY) sessional 2
SECTION – A [08Marks]
1.
All questions are compulsory (4×1=4)
a. Directors responsibilities are unlikely to include (1) CO2
a) a duty to keep proper accounting records
b) a fiduciary duty
c) a duty to propose high dividends for shareholders
d) a duty of care
At least three directors can be appointed to the board in a public company.

b. (1) CO2
(True/False)
c. Write the full form of LODR. (1) CO2
d. Voluntary responsibilities are optional activities that promote human welfare (1) CO2
or goodwill. (True/False)
2. All questions are compulsory (2×2=4)
a. Define special resolution. (2) CO2
a. Is SEBI a regulatory body in India. Explain. (2) CO2
SECTION – B [10Marks]
3.
Answer any two of the following- (2×5=10)
a. What is a procedure for appointing a director? (5) CO2
b. What is an independent director? (5) CO2
c. What is the role of the chair of the board of directors? (5) CO2

2 Unit-1
UNIVERSITY)
SECTION – C [12Marks
]
4 Answer any one of the following- (1×6=6)
a Question- (6) CO2
. What is the main functions of Audit Committee?
b Question- (6) CO2

. What are the differences between a Board of Directors and
Audit Committee?
5. Answer any one of the following- (1×6=6)

a How do you implement an effective corporate governance (6) CO1
. system within your company?
b What is a difference between director’s duties and his powers (6) CO2
. and responsibilities?

2 Unit-1
UNIVERSITY) question paper

2 Unit-1
UNIVERSITY)

2 Unit-1
MCQs
• All a business has to do to maintain ethical conduct is to follow the law. (true/false)
• Fairness and honesty are at the heart of business ethics and relate to the general
values of decision makers. (true/false)
• Which of the following is not one of the underlying principles of the corporate
governance combined code of practice?
a) Accountability b) Openness
c) Acceptability d) Integrity
• External audit of the accounts of a limited company is required?

a) Because it is demanded by the company’s bankers
b) By the companies act 2006
c) At the discretion of the shareholders
d) To detect fraud
88
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2 Unit-1
MCQs
• Directors responsibilities are unlikely to include
a) a duty to keep proper accounting records
b) a fiduciary duty
c) a duty to propose high dividends for shareholders
d) a duty of care
• A company may become insolvent if it

a) makes a loss
b) has negative working capital
c) cannot meet its budgeted level of profit
d)cannot pay creditors in full after realisation of its assets
• Corporate governance is a ____ approach

1. Top-down
2. Bottom-up
3. Hybrid
4. Scientific
89
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2 Unit-1
MCQs
• Persons who take the procedural steps to set up a company and who make
business preparations for the company are known as
1. directors
2. shareholders
3. registrars
4. promoters
• Corporate governance is a form of

1. external regulation
2. self regulation
3. government control
4. charitable action
• N. R. Narayan Murthy committee is related to

1. HR issues of public sector banks
2. Growth of IT sector in India
3. Improving corporate governance practices
March 7, 2024 90
4. On improvement of customer services in banks

2 Unit-1
Expected questions
• Distinguish between the concepts of ethics and social responsibility with
suitable examples for each.
• Naomi, an human resource executive with Enigma Corp., bought a pair of
sunglasses online during her office hours. According to this scenario,
discuss the kind of misconduct that Naomi had engaged in and other
kinds of misconduct that belong to the same category as per the National
Business Ethics Survey.
• Discuss the role of managers in maintaining and/or disrupting
organizational ethics in business relationships.
• Why is it increasingly common for organizations to have a code of ethics
and compliance programs
• Why corporate governance is important for any orgainsation?
March 7, 2024 91

2 Unit-1
RECAP OF UNIT
• Meaning of corporate governance

• Scope of corporate governance
• Code of conduct
• Corporate governance worldwide
• Investor protection act
• SEBI guidelines
• Disclosure framework as per the corporate governance
March 7, 2024 92

2 Unit-1

Unit1 - Corporate Governance

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Noida Institute of Engineering and Technology, Greater

Corporate Governance, Values

March 7, 2024 Shruti sharma AMBA 0302

Shruti sharma AMBA 0302

Shruti sharma AMBA 0302

Shruti sharma AMBA 0302

Faculty Name: SHRUTI SHARMA

Qualification: MBA (pursuing PHD.)

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Unit –I Corporate Governance

Meaning, Definition, Nature, Issues, need of corporate governance

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Unit –II Corporate Governance Framework in India

Corporate Boards and Its Powers, Responsibilities and Disqualifications; Board

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• Unit –III- Values in Modern Business

Values – Concepts, Types and Formation of Values, Values of Indian

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Unit –IV- Business Ethics

Meaning, Definition, Nature, Importance. Ethical Dilemma – Ethical

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Unit –V Ethics in Organization

Institutionalizing of Ethics, Traditional view, Contractual theory, Stake-holders’ theory, The

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• the functions and responsibilities of Employees.

• It shall provide students the tools and techniques to be used in the

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• Introduce the concept and importance of corporate

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CO 1:Have insights into various concepts & cases related to Corporate

CO2: Gain a deeper understanding of the about the Corporate Governance

CO 4: Work and discharge responsibilities in an ethical way in the organization

CO 5: Understand modern practices of Corporate Governance in various areas of

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PO1: Knowledge of Management theories and practices

PO2: Analytical & Critical thinking abilities

PO3: Value based leadership

PO4: Understand, analyze and communicate all aspects of business

PO5: Achievement of Organizational goals

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avg. 1.6 0.8 0.6 0.2 1

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PEO1: Conceptual Knowledge to adapt in rapidly changing environment and

PEO3: Exhibit Integrity, social responsibility and teamwork.

PEO4: Exhibit ethics, communication skills, leadership qualities and

Shruti sharma AMBA

Subject Name & Total

Corporate 109 99 31 41 34 2 01 102

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• Student should have a primary understanding of

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• Corporate governance is the system of rules, practices, and

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1. Meaning, Definition, Nature, Issues, need of corporate governance code,

2. Code of Corporate Practices, Corporate Social Responsibility, Corporate

3. Corporate Governance System Worldwide, Corporate Disclosure and

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The objectives of this unit are: