BBAH534: CORPORATE GOVERNANCE

Course Description:
This course will teach the fundamental theories and practice of corporate governance. This
course covers the history of the corporation, boards of directors, regulations on governance,
ethical issues such as conflicts of interest and insider trading, and policy developments
likely to impact the corporation. Class will be a mix of lecture, case and topic discussion.

Learning outcome

1. To familiarize the students with the concept of Corporate Governance and regulations in
India
2. To create an awareness about need and importance of ethical practices and Corporate
Governance in businesses.
3. To educate the students about the Challenges of Corporate Governance in India and to
provide an understanding about changing compliance of Good Corporate Governance
practices.

UNIT 1: AN OVERVIEW OF CORPORATE GOVERNANCE

The role and purpose of the corporation - What is corporate governance?. How do the
definitions of corporate governance differ and what do they have in common? History of
corporate governance - Issues in corporate governance Evolution Introduction-Need and
Importance of corporate governance

UNIT 2: CORPORATE GOVERNANCE CONCEPTS /THEORIES/COMMITTEES

a. Stewardship theory
b. Agency theory
c. Stakeholder theory
OECD Principles of Corporate Governance, The Naresh Chandra Committee, Kumar
Mangalam Birla committee, The Narayana Murthy Committee and the new amendments.

UNIT 3: BOARDS OF DIRECTORS

Director and board structure, Role, fiduciary duties and responsibilities of the Board of
Directors, Independent director, Sarbanes Oxley Compliance.
UNIT 4: CLAUSE 49 - CORPOORATE GOVERNANCE
Board of Directors -Audit Committee-Subsidiary Companies Disclosures-CEO and CFO,
Certification, Report on Corporate Governance - Compliance. Report on Corporate
Governance in the Annual Report of Companies. Mandatory and Non-mandatory
Requirements

UNIT 5: DISCLOSURE REQUIREMENTS & REPORTING REQUIREMENTS

Disclosures as per the companies Act, 2013, Disclosures may be made in respect of but not
limited to--Financial and operating results-Company objectives-Ownership-Related party
transaction-Board-Remuneration of the boards- Risks

UNIT 6: FORENSIC ACCOUNTING AND FRAUD PREVENTION

The need for Forensic Accounting and Fraud Prevention, forensic accountant's role in
today's economy, include fraud detection and fraud investigation techniques, valuation of
closely held businesses and professional practices, lost profits analyses, and various types of
litigation support services.

UNIT 7: INTERNAL CONTROL SYSTEM

Internal Control Objectives, role and importance of Management and Auditor in Internal
Control Mechanism of a Corporation - Corporate Governance and Internal Control over
Financial Reporting: A Comparison of Regulatory Regimes

UNIT 8: SOCIAL AND ENVIRONMENTAL & ETHICAL ISSUES

Corporate social responsibility, Issues of social and environmental responsibility. Ethical
aspects of corporate governance - Issues of conflicts of interest and insider trading

Books Recommended:
1. Sanjeev Aggarwal Corporate Governance: Concept and Dimensions-Snow White
Publications Pvt.Ltd-2003

Books for Reference:

1. Corporate Governance Giles Proctor & Lilian Miles-Cavendish Publishing Ltd, London
2. Corporate Governance ICSI-Publications, New Delhi.
3. Corporate Governance: Principles, Policies & Practices A C Fernando-Pearson Education,
2009

Committee Reports:
1. Sir Adrien Committee Report on Corporate Governance
2. Naresh Chandra Committee Recommendations on Corporate Governance
3. Kumar Mangalam Birla Committee Recommendations onCorporate Governance
3. Narayan Murthy Committee Recommendations on Corporate Governance