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Corporate governance as an area of study has been growing very rapidly for last decade. Lack of transparency accountability, disclosure, control and care for human dignity at the highest level of governance process are considered to be the root cause of down fall of many corporations. To ensure confidence in financial market and to make sure that such collapses do not take place good governance is required. Thus every corporation maintains transparency, accountability, empowerment, and respect for stake holders. Another aspect of corporate governance looks at how the board of directors relate to their owners, the investors who bought shares in the corporation and claim, through the legitimacy of their property rights, to have some sort of say over the affairs of the corporation. Presently two areas the relationship between boards and managers and the relationship between investors, other stakeholders and board is dominating the thinking and writing about corporate governance. This course is designed to demonstrate the importance of corporate governance for stability and long term sustainability of corporations. The main objective of the course is to clearly understand the core concept and role and responsibility of Board of Directors to primary stake holders, secondary stakeholders and the community in general.

Learning Outcomes:
1. To be able to undertake suitable steps to hence the assets and maintain the stability and sustainability of organization.

Christine A. Mallin, (2010 ), Corporate Governance 2nd edition, Oxford , Indian ed. New Delhi

Sessions Plan:
1. Introducing corporate governance

What is corporate governance?

Corporate malfeasance

Theories of corporate governance

How corporate governance works

Corporate governance in different settings

Codes of corporate governance

Issues within the board

The agency problem in action

Shareholder value

Shareholder activism as politics

Responsibilities of the corporation

Disclosure – good for markets

Endeavor to encourage transparency, accountability, empowerment and human dignity

Whether the auditors have put into practice the responsibility entrust on them. Is it necessary for implementation of an appropriate internal control system within the company? In today’s competitive business environment, whether directors identify the risks associate with their business.

Both developed and developing countries are determined for good corporate governance and developing codes which companies are expected to abide. First of all the codes emphasize the importance of transparency, accountability, human dignity ,internal controls, board composition and structure, role of independent directors, and performance based executive pay.

How much emphasis is given to shareholders especially institutional investors, to protect the rights of shareholders. This work will highlight that corporate governance plays a vital role in the changing business environment where investor becoming more socially responsible.

#relevant case studies will be discussed in the class

Evaluation:

Quizzes – 20%

Case Analysis -10%

Assignment Presentation (Group) -10%

Mid-Term – 20%

End-Term – 35%

Class Participation 5%

Quizzes will be of objective (MCQ) type and will be based on lecture notes and class discussion.

Mid Term Examination

The midterm examination will be closed book and will cover all the topics covered till the end of 10th session..

The End Term will be case based. It will application oriented (i.e. analysis of cases) and few subjective questions.

Presentation: Case Analysis and HBR, Article Review

Grading of the case analysis will be based on:

1. Description of Case facts.

2. Use of moral theories

3. Clarity of thoughts

4. Handling of counter arguments

The instructor will allot cases to each group for analysis

6. Academic Integrity

The nature of the course is such that much of the learning comes from the students’ participation in the class discussion. Basically it is a critical thinking class. Better understanding of the course is possible through your thoughtful deliberations in the class.

Attendance is compulsory.

**Any team member absent on the day of their group presentation will get 0 in the component.

Any disturbance in the class may lead to “F” grade in the course

It may be noted that any kind of copying/plagiarism by any student and/or malpractice in examinations will be subject to strict disciplinary action under XIMB manual Policy. If a student is found guilty in any such case(s), she/he will get F grade in the course.

Nordberg Donald (2011) Corporate Governance, Sage , New Delhi

Cadbury, Sir Adrian (199), Corporate Governance Overview, World Bank Report. OECD (1999), principles of corporate governance, OECD, Paris

Shleifer, A. and Vishny, R. (1997), ‘ A Survey of Corporate Governance’, Journal of Finance, Vol. LII, No.2.