Syllabus
Unit 1: Conceptual Framework of Corporate Governance
. Corporate Governance – Meaning, Significance, Principles
Understanding how corporations are directed and controlled, and the importance of
accountability, fairness, and transparency.
3
. Management vs. Corporate Governance
2
Differentiates operational management from governance oversight—how decisions are
guided and monitored.
. Theories of Corporate Governance
○ Agency Theory: Focuses on conflicts between managers and shareholders.
1
○ Stewardship Theory: Assumes managers act as responsible stewards.
○ Stakeholder Theory: Emphasizes the interests of all stakeholders, not just
shareholders.
○ Resource Dependency, Managerial Hegemony Theories: Focus on board
composition and power dynamics.
4
. Models of Corporate Governance
Different systems (e.g., Anglo-American, German, Japanese models) that define board
3
structures and stakeholder roles.
. Kautilya’s Arthashastra
Ancient Indian perspective on governance emphasizing ethical leadership and
2
accountability.
1
Unit 2: Recent Issues and Challenges in Corporate Governance
. Board Structure and Role
Importance of independent directors and how board composition affects decision-making.
. Insider Trading & Whistleblowing
Challenges from unethical practices and how internal whistleblowers help maintain
5
integrity.
. Shareholder Activism & Institutional Investors
Role of investors in influencing corporate decisions through voting and advocacy.
4
. CSR and Gandhian Trusteeship
The idea of companies acting as trustees of public wealth, promoting ethical
responsibilities towards society.
Unit 3: Global Corporate Failures and International Codes
. Case Studies of Failures:
○ Enron, WorldCom (USA)
3
○ Maxwell, BCCI (UK)
○ Vivendi (France), Lehman Brothers
. These illustrate governance breakdowns, frauds, and regulatory lapses.
2
. Codes and Reports:
○ SOX Act (2002) – US law to enhance corporate accountability.
○ OECD Principles – Global standards for corporate governance.
1
○ Cadbury Committee (1992) – UK report recommending corporate governance
1
○
reforms.
Unit 4: Corporate Governance Regulatory Framework in India
. Key Committees:
○ Kumar Mangalam Birla Committee (1999)
○ Narayana Murthy Committee (2005)
○ Uday Kotak Committee (2017)
These shaped SEBI regulations for transparency and board effectiveness.
. Relevant Acts and Regulations:
○ Companies Act, 2013
○ SEBI’s LODR Regulations (2015)
. Define compliance norms for listed companies in India.
Unit 5: Corporate Failures and Scams in India
. Major Cases:
○ Satyam, Kingfisher, PNB Heist, IL&FS, ICICI Bank, Yes Bank
Illustrate issues like financial misreporting, promoter misuse, and poor governance.
. Common Problems Identified:
○ Lack of accountability, weak internal controls, and inadequate board oversight.