JAWAHARLAL NEHRU TECHNOLOGICAL UNIVERSITY HYDERABAD

Overview

Course Aim: To understand the growing importance of Corporate Governance in Indian and Global Context.

Learning Outcome

Students will be able to understand a) Need for Business Ethics and 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: Business Ethics The Changing Environment

Business Ethics-why does it matter?; Levels

of Business Ethics-Five Myths about Business Ethics-can Business Ethics be taught and Trained?; stages of Moral development Kohlberg’s study-carol Gilligan’s Theory-Principles of Ethics.

UNIT - II: Professional Ethics

Introduction to Professional Ethics- Ethics in Production and Product

Management-Ethics of Marketing Professionals-Ethics in HRM-Ethics of Finance and Accounting Professionals-Ethics of Advertisement-Ethics of Media Reporting-Ethics of Healthcare Services. Ethical Dilemma. Introduction, Dilemma and Ethical Dilemma-Mounting Scandals-Ethical Issues- Preparatory Ethics: Proactive steps-The software challenge.

UNIT - III: 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. 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 - IV: Role of Board

Functions of the Board, 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 - V: Corporate Social Responsibility

Definition, Models for Implementation of CSR, Scope of

CSR, Steps to attain CSR, Core - BCSD India, Ethics and Social Responsibility of Business, Social Responsibility and Indian Corporations, CSR as a business strategy for sustainable development.

Suggested Readings:

• A. C. Fernando: Business Ethics and Corporate Governance, 2e, Pearson, 2018.
• SK Mandal: Ethics in Business and Corporate Governance, TMH, 2012.
• C.S.V. Murthy: Business Ethics, Himalaya Publishing House, 2012.
• 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.