CORPORATE GOVERNANCE AND BUSINESS ETHICS

25 Sessions - course plan

UNIT- I

1. Session Corporate Governance- Meaning, Evolution

2. Session A brief from East India Company to Enron and World com case
studies.
3. Session Managing agency system, promoter system, Anglo-American
system Concept of agency, different types of agency, master /servant
representative, management/supervisory system separation of ownership and
control.

UNIT 11

4. Session Legality of companies – Saloman v/s saloman &co ltd.authorization

and ultra-virus shareholder Ashbury Rly Carriages & Iron & Co. Ltd.
5. Session Board structures and styles –Types of Board of directors – types of
board structures – the all executive board,
6. Session The majority outside board, the two tier supervisory board, the
advisory board – Issues in designing a Board.
7. Session Styles of functioning of boards: rubber stamp board, representative
board, country club board and professional board. -Assignment of 3 case
studies – 15 Marks

UNIT 11I

8. Session Corporate governance and roles and responsibilities of Board of

Directors - The role of Board of Directors – Responsibilities of the Directors
– Duties of the Directors –
9. Session Role of Chairman – The functions of the Chairman.
10. Session Corporate governance and Role of CEO- The functions of the CEO
11.Session Functions of the Board Committees of the Board: Audit Committee
- Remuneration Committee – Nomination Committee.
12.Session quiz for 10 Marks
 UNIT- IV

13.Session Corporate Governance Code the World over- Cadbury committee-

Green bury committee, Hampel committee and reforms.
14.Session Sarbanes – Oxley Act
15.Session Indian practices SEBI Rules, policy, changes of SEBI listing
agency. – The Company Bill of 2008
16.Session Minority protection-oppression and mismanagement. Foss v/s
Harbottle case study.
17.Session Theory of incorporation – purpose- common property, and group
purpose- equal & fair treatment of all share holders.
18. Session Test for 10 Marks

UNIT - V

19.Session- Business ethics ethical principles in business, utilitarianism –social

control benefits rights and duties.
20.Session- Business Management & Ethics – Ethical issues in Marketing
Management – an overview: Role of Operations manager
21.Ethical issues in marketing mix: Product, Price, Place, Promotion, Process,
People Marketing research .
22. Ethical issues in Human Resource Management – Nature of employment
contract – Hiring – The principal of ethical hiring –
23.Equality of opportunity – Discrimination – Ethics and remuneration – Ethics
in Retrenchment.
24.Ethical issues in Finance -.Financial Management – An overview –
Importance of financial statements - Ethical issues in Mergers and
Acquisitions
25.Hostile takeovers – Insider trading (Corporate Governance at Infosys- the
case of insider trading) - Money laundering.

UNIT VI
26.Session Corporate Social Responsibility – Stakeholder- an overview of
internal stake holders: Shareholders, Employees, Management – External
 Stake holders : Consumers, Suppliers, Creditors, competitors, community -
the Satyam fraud case . - Test for 10 Marks.
27.Session Environmental issues and Corporate Governance – Bhopal Gas
Tragedy case.
28.Session Company law- disclosures –merchant bankers, auditors (Satyam
case study).
29.Session Case Study Presentations for 10 Marks

Recommended Books:-

1.Corporate Governance- by -Subhash Chandra Das.

2.Company law- by- Avtar singh

3. Corporate Governance – Global Concepts and Practices – by – Dr. S. Singh.

4. Business Ethics and Corporate Governance: - ISBN 81-7881-677-6

Evaluation Pattern

Assignment of 3 case studies – 15 Marks

Session quiz for 10 Marks

Session Test for 10 Marks

Test for 10 Marks.

Case Study Presentations for 10 Marks