JAWAHARLAL NEHRU TECHNOLOGICAL UNIVERSITY HYDERABAD

Course Objective

To understand the growing importance of Corporate Governance in Indian and

Global Context.

Course Outcome

Students will be able to understand a) Need for Corporate Governance in India b)

Codes and Committees in Corporate Governance c) Role of Board in Corporate Governance d) Stakeholder perspective of Corporate Governance.

UNIT - I: Corporate Governance

Introduction to Corporate Governance - Major Corporate

Governance Failures- Need for Corporate Governance - Corporate Governance in India, Theories of Corporate Governance - Agency Theory, Stewardship Theory, and Stakeholder Theory – Convergence- Problems of Governance in Companies.

UNIT - II: Corporate Governance codes and committees – Global reporting initiative – OECD

Principles - Cadbury Committee Report - Kumara Mangalam Birla Committee Report - Naresh Chandra Committee Report - Narayana Murthy Committee Report - SEBI Clause 49 Guidelines- Corporate Governance Committees - Role of capital Markets, Regulator, Government in Corporate Governance.

UNIT - III: Board and Leadership- The board of Directors, Structure of the Board, role of the board,

Role, duties and responsibilities of Directors, Types of Directors, Board as a learning organization, Leveraging Good Governance for Competitive Advantage. Conflicts of Interest, Remedial Actions. Governance Ratings- Merits and Demerits.

UNIT - IV: Models of Corporate Governance- Affect of Context and culture on corporate

governance-Anglo Saxon Model- The UK Common wealth principles based Model- The German Model - The Japanese Business Network Model- Indian Model of corporate governance- forces for convergence and differentiation in corporate governance.

UNIT - V: Whistle-blowing and CSR in Corporate Governance

The Concept of whistle-blowing;

types of whistle-blowers; whistle-blower policy; the whistle-blower legislation across countries; developments in India. Corporate Social Responsibility (CSR): Corporate philanthropy; CSR-an overlapping concept; corporate sustainability reporting; CSR through triple bottom line; relation between CSR and corporate governance; environmental aspect of CSR; CSR initiatives in India.

Suggested Readings:

• Sateesh Kumar, Corporate Governance, Oxford University Press, 2015.
• Christine A. Mallin, Corporate Governance, Oxford University Press, 4e, South Asia Edition, 2016.
• Bob Tricker, Corporate Governance Principles, Policies, and Practices, Oxford University Press, 2015.
• N. Balasubramanian, Corporate Governance and Stewardship, TMH, 2012.
• A. C. Fernando, Corporate Governance, Principles, Policies and Practices, Pearson, 2012.
• Sharma, J.P., Corporate Governance and Social Responsibility of Business, Ane Books Pvt. Ltd, New Delhi