School of Law and Governance

Department of Law

Central University of South Bihar

BALAW9003H04 CORPORATE GOVERNANCE L T P C

Version: 1.2. 3 1 0 4
Pre-requisites//Exposure Company Law-I & Company Law-II
co-requisites SEBI, Investment Law & FMR
Semester IX
Course Teacher Dr. Pradip Kumar Das
B.A. LL.B.(H) & B.Sc.LL.B.(H)

1.0.Course Description:

The course is designed to impart basic understanding to the students about the meaning and
purpose of corporate governance. Corporate Governance assumes special significance in all
over the world. Importance of this subject is being admitted by many developed countries of
the world .Importance of this subject is also gradually growing in our country. The aim of this
paper is to teach the students basic principles, aims and objects of corporate governance.
They will be in a position to acquire working knowledge about the subject.

2.0.Course Objectives

The chief objectives of the course are:

 To develop among the students an understanding of the meaning and importance of

corporate governance;
 To analyze and impart the basic principles of Corporate governance and its historical
development in England, USA, Australia, Canada, Japan and in India to the students;
 To acquaint with the existing challenges in the practice of corporate governance
norms in various countries of the world with special reference to the Indian Corporate
Scenario;
 To acquaint with the modern corporate governance practices and developments in
various countries of the world and to make a comparative analysis with Indian
scenario.

3.0.Pedagogy/Teaching Learning Methodology:

The pedagogy of the course will be as below:

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  Class Room Discussion
 Teaching Assignment
 Presentations
 Case Studies
 Moot Court Exercise
 Projects
 Seminar
 Panel Discussion

4.0.Evaluation Scheme:

 30%- Continuous Internal Assessment(Formative in nature but also contributing

to the final grades)
 70%-End Term External Examination(University Examination)

5.0.Course Contents:

Module I: Introduction to Corporate Governance [6 Lectures]

 Genesis and historical development of corporate governance;
 Historical Developments of Corporate Governance in India;
 Objectives and fundamental principles of corporate governance;
 Models of corporate governance – German Model, Japanese Model, the UK – US
Model and the Indian Model.

Module II: The Board of Directors and Board Committees [6 Lectures]

 The role and importance of the board in corporate system.
 Types of board structure – Unitary board system and the two tier board system.
 Size of the board and number of directorship;
 Powers of the Board;
 Structure and composition of the board;
 Board Committees and the need for board committees.
 Director compensation.
 The role and functions of the chairman and the CEO.
 Disclosure and Transparency.

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Module-III: Board Effectiveness-Issues and Challenges [6 Lectures]
 Role of directors;
 Governance Functionaries of Board:
- Executive Director, Non-Executive Director, Shadow Director, Woman
Director, Resident Director, Independent Director, Nominee Director, Lead
Independent Director, Chairman, Chief Executive Officer[CEO], Company
Secretary.
 Responsibilities of Board;
 Training of Directors: Need, objective and methodology of training;
 Director Induction;
 Directors Development Programme;
 Performance Review of Board and Individual Directors.

Module-IV: Board Committees [6 Lectures]

 Need and advantages of committee;
 Enhancing effectiveness of the committee;
 Various committees of the Board:[Mandatory and Non Mandatory]
- Audit Committee;
- Nomination and Remuneration Committee;
- The Stakeholders Relationship Committee;
- Corporate Social Relationship Committee;
- Corporate Governance Committee;
- Regulatory, Compliance & Government Affairs Committee;
- Science, Technology and Sustainability Committee;
- Risk Management Committee;
- Other Committees.

Module V: Director’s Duty of Care and Board Monitoring: Negligence and Internal
Controls-[6 Lectures]
 Standard of care owed by a director – the English position;
 Negligent decisions;

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  Business Judgment Rule;
 Delegation and reliance.
 Board monitoring.

Module VI: Fiduciary Duties of the Director [6 Lectures]

 Nature of the fiduciary duty of a director.
 Director’s duty to exercise an independent judgment.
 Acting in good faith and in company’s interest.
 Exercising powers for a proper purpose.
 The no-conflict and no-profit rules.
 Remedies for breach of fiduciary duties.

Module VII: Corporate Governance and Stakeholders [6 Lectures]

 Concept of stakeholders;
 Recognition of stakeholders concept in Law;
 Stakeholder Engagement;
 Stakeholder Analysis;
 Better Stakeholders Engagement ensures Good Governance;
 Types of stakeholders;
 The Caux Round Table;
 The Clarkson Principle of Stakeholder Management;
6.0.Content Interaction Plan:
Lecture cum Unit/Module/Topic/Sub Topics
Discussion
(Each
Session of 1
hour)
1-6 Module I: Introduction to Corporate Governance [6 Lectures]
7-12 Module II: The Board of Directors and Board Committees [6 Lectures]
13-18 Module-III: Board Effectiveness-Issues and Challenges [6 Lectures]
19-24 Module-IV: Board Committees [6 Lectures]
25-30 Module V: Director’s Duty of Care and Board Monitoring: Negligence
and Internal Controls-[6 Lectures]

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 31-36 Module VI: Fiduciary Duties of the Director [6 Lectures]
37-42 Module VII: Corporate Governance and Stakeholders [6 Lectures]
42 hours Tutorials

7.0.Prescribed Reading:
7.1.Text Books:
1. Indrajit Dube, Corporate Governance, Lexis Nexis Butterworth, Wadhwa.
2. Arad Reisberg, Derivative Actions and Corporate Governance, Oxford University
Press;
3. Stephen M. Bainbridge, the New Corporate Governance in Theory and Practice,
Oxford University Press.
4. Adrian Cadbury, Corporate Governance and Chairmanship- A personal View, Oxford
University Press;
5. A.C. Fernando, Corporate Governance, Principles, Policies and Practices, Pearson;

7.2.Reference Books:
6. Avtar Singh, Company Law, Eastern Book Company,
7. Dr. G.K. Kapoor & Sanjay Dhamija, Company Law and Practice, Taxman.
8. Taxman’s SEBI Manual, Taxman.
9. Taxman’s Foreign Exchange Management Manuals, Taxman.
10. Company Act, 2013, [Bare Act], Taxman.