Corporate Governance

Paper Code: 
BCS 411
Credits: 
3
Contact Hours: 
45.00
Max. Marks: 
100.00
Objective: 

To acquire expert knowledge of the practical and procedural aspects of the Corporate Governance.

9.00
Unit I: 
  • Conceptual Framework of Corporate Governance :Introduction, Need and Scope, Evolution of Corporate Governance, Management vs. Ownership, Majority vs. Minority, Corporate Governance codes in major jurisdictions, Sarbanes Oxley Act, US Securities and Exchange Commission; OECD Principles of Corporate Governance; Developments in India, Corporate Governance in Indian Ethos, Corporate Governance – Contemporary Developments.
  • Legislative Framework of Corporate Governance in India: Listed Companies, Unlisted Companies, PSUs, Banks and Insurance Companies.
  • Board Effectiveness: Composition and Structure, Duties and Liabilities, Evolution of Jurisprudence, Diversity in Board Room, Women Director, Nominee Directors; Selection and Appointment Process, Independent Directors: expectations, liabilities and their role, code of conduct, responsibilities and effectiveness.

 

 

9.00
Unit II: 
  • Board Processes through Secretarial Standards.
  • Board Committees: Composition & Terms of Reference, Roles and Responsibilities.
  • Corporate Policies &Disclosures: Various policies and disclosures to be made as per regulatory requirements / voluntarily made as part of good governance.

 

 

9.00
Unit III: 
  • Directors’ Training, Development and familiarization.
  • Performance Evaluation of Board and Management: Evaluation of the performance of the Board as a whole, individual directors (including independent directors and Chairperson), various Committees of the Board and of the management.
  • Role of promoter/controlling shareholder, redressal against Oppression and Mismanagement. Monitoring of group entities and subsidiaries.
  • Accounting and Audit related issues.

 

 

9.00
Unit IV: 
  • Related Party Transactions.
  • Vigil Mechanism/Whistle blower.
  • Corporate Governance and Shareholders’ Rights.
  • Corporate Governance and other Stakeholders: Employees, Customers, Lenders, Vendors, Government and Regulators, Society, etc.

 

 

9.00
Unit V: 
  • Governance and Compliance Risk: Governance/Compliance failure and their impact on business, reputation and fund raising.
  • Corporate Governance Forums.
  • Parameters of Better Governed Companies: ICSI National Award for Excellence in Corporate Governance.
  • Dealing with Investor Associations, Proxy Services Firms and Institutional Investors.
  • Family Enterprise and Corporate Governance.

 

 

References: 

 

  1. Study material published by ICSI
  2. Compliance and Procedure under SEBI Law, -MamtaBhargav (Shreeji Publishers (New Delhi)
  3. Security Management and Compliances (ICSI)
  4. Bare Acts                             
  5. Scanner: Arun Kumar (Suchita Prakashans(P) Ltd )

 

Academic Year: 
2018-2019
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