Course Code: MMBA401R05

Semester: IV

CORPORATE ETHICS AND GOVERNANCE

Course Objective:
To develop insight into the reasons for the recent corporate frauds and deceptions in India and
elsewhere, and reinforce the need for ethical practices in corporate governance and
administration.

UNIT I 14 Periods
Understanding Corporate Governance
Meaning, need and importance of corporate governance, increasing awareness, Global concerns-
reasons for corporate misgovernance- board processes and procedures- OECD Principles,
concepts, mechanisms, theoretical basis of CG, CG systems, Indian model of CG, obligation to
society, investors, employees, creditors and to customers.

UNIT II 12 Periods
Landmarks in the emergence of Corporate Governance
Committees on Corporate Governance - The CIIs initiative, SEBIs initiatives- Narayanamurthy
Committee report 2003, and Recent initiatives on CG in Companies Bill 2012. CG rating
Meaning, steps taken in India and abroad, Clause 49, Institutions promoting corporate
governance NFCG, ICSI, Global corporate governance forum.

UNIT III 12 Periods

Agents and institutions in Corporate Governance
Board of Directors: Meaning, qualification, appointment, rights, duties and removal. Auditors:
Procedure of appointment, rights, duties and removal role of audit committee, remuneration
committee- Company Secretary and his role on CG. Shareholders: Rights and privileges;
Investors - problems and protection; CG and other stakeholders.

UNIT IV 12 Periods
Business Ethics and Corporate Governance
Business Ethics and changing environment, Importance and need of ethics, levels of business
ethics, benefits of managing ethics at work place, ethical issues and competitors Competition
Act 2002 Competition Commission of India- Whistle-blowing and recent guidelines, Whistle-
blowing practices in corporate and its legal implications in India. Corporate Social
Responsibility- origin, need for CSR, Impact of CSR, CSR in India, arguments for and against
CSR, future of CSR and provisions of Companies Bill 2012.

UNIT V 10 Periods
Issues and problems of Corporate Governance in emerging economies
State of corporate governance in India, Corporate Governance in developing and transition
economies corporate governance models Institutional framework for effective CG-
Globalization and Corporate Governance Caux Round Table- Role of multinational
corporations- Emerging Trends in Corporate Governance. Case studies on Corporate Mis-
governance.

(Appropriate cases will be discussed under each topic)

REFERENCES

1. A.C.Fernando; Corporate Governance, Principles, Policies and Practices, Pearson

Education, New Delhi, 2012.
2. Dr. S. Singh, Corporate Governance,Global Concepts and Practices, Excel Books, New
Delhi, 2005
3. Donald H. Chew JR. Stuart L. Gillan, Corporate Governance at the Crossroads TMH,
New Delhi, 2006.
4. David J. Fritzsche, Business Ethics, A Global and Managerial Perspective, McGraw-Hill,
2005.
5. S.K. Chakraborty, the Management and Ethics Omnibus, Oxford University Press, New
Delhi, 2001.