Course/Paper : BAM-804 MAM Semester-VIII

No. of Lecture Hrs/week: 04 Internal Marks: 30

Total No of Lectures Hrs: 52 External Marks: 70
No. of Tutorial Hrs/week:01 Exam Time: 3 Hrs
Aims and Objectives
To acquaint the participants with the fundamentals and practices of corporate governance
in India and other countries in the light of the prevailing legal provisions and codes to
good governance, and contemporary changes in the global business environment
Unit Contents Lecture
s
Corporate Governance: Introduction, Meaning, Accountability 07
issues, current context of CG in India, Board objectives and strategies,
I role of independent directors, board structure, performance evaluation
of board, training and development of directors. Accounting standards
& accounting disclosures.

Models of Corporate Governance: Market model and control model, 08

OECD on corporate governance, A historical perspective of corporate
governance, Issues in corporate governance, relevance of corporate
II governance, need and importance of corporate governance, obligation
to society, obligation to investors, obligation to employees, obligation
to customers, managerial obligation, Indian cases.

Corporate Social Responsibility: Types and nature of social 04

responsibilities, CSR principles and strategies, models of CSR, Best
III practices of CSR, Need of CSR, Arguments for and against CSR, CSR
Indian perspective, Indian examples.

Corporate Governance in 21st century: Values, Identify 08

Stakeholders, Governance Mechanism, Corporate Governance
IV redefined, code of best practices, Monitoring committees, strategic
competitive advantage, Economic value addition.

Board of Directors: corporate governance and the role of the board 08

(BOD), corporate governance system worldwide, The Board, CEO
V and the Chairman, Non executive directors, The best boards, creating
effective boards, legal position and liabilities of Directors.

Shareholders and Shareholder Activism: Ownership structure and 06

VI
firm performance, Market for corporate control, Proxy fights and
takeover bids, Hedge fund activism, The role of institutional investors.

VII Corporate Disclosure and Investor Protection:Introduction, 06

disclosure norms and investors interest, Directors report, Working
group recommendation on Financial and Non-financial Disclosures,
SEBI and Investor Protection, Stock Exchange and SROs, SEBI and
Merchant Bankers, Dave Panel Recommendations, investor protect
 fund.

International Corporate Governance: Cross Country Comparison, 05

Cross Country Difference Vs Firm Level Difference, Cross-Border
VIII Investment by Foreign Investors, Investor Protection and Home Bias.
International trends, Country case study.

Note: At least one Case Study from each module. Questions will be case/inferences/application
based.

Practical Component:
Students are expected to study any five CSR initiatives by Indian organizations and
submit a report for the same.
A group assignment on The relationship between Business, Government and Society in
Indian Context and relating the same with respect the models studied in module II.
Case studies/Role plays related to Governance in business with respect to Indian context.

References: Text Books:

Corporate Governance: The new Paradigm Gopalsamy. N , Wheeler
Publishing
Corporate Governance: Critical Issues Baxi. C.V. , Excel books, 2007
Corporate Governance, business ethics and CSR, Sharma, J.P. , Ane
Books Pvt. Ltd. , 2010
Corporate Governance: Theory and Practice, Kumar Anil, International
Book House, New Delhi, 2012.
Suggested Readings:
Corporate Governance: principles, policies and practices Fernando A.
C, 2/e, Pearson, 2011.
Corporate Governance Matters: A Closer Look at Organizational
Choices and Their Consequences (2nd edition), David F. Larcker, Brian
Tayan, Pearson FT Press, 2015
Business Ethics and Corporate Governance - Ghosh B.N, Tata
McGraw-Hill, 2012.
Corporate Social Responsibility: A Study of CSR Practices in Indian
Industry, Baxi C. V & Rupamanjari Sinha Ray, Vikas Publishing
House, 2012.
Corporate Governance - Keshoo Prasad, 2/e, PHI.
Corporate Governance, Ethics and social responsibility - Balachandran
V, & Chandrashekharan V, 2/e, PHI, 20
Corporate Goverance Badi N. V, Vrinda Publications, 2012.