Syllabus (COMMERCE)

Course Type: MAJ-15

Semester: 8

Course Code: BCOMMAJ15T

Course Title: Business and Corporate Governance

(L-P-Tu): 3-0-1

Credit: 4

Practical/Theory: Theory

Course Objective: The course aims to help the students: 1. To understand the legal responsibilities of businesses and the obligations of corporate officers and directors in a corporate governance structure. 2. To understand the ethical, social, and environmental considerations in strategic decision making. 3. To understand the different types of corporate governance systems and their impacts on business decision-making. 4. To understand the role of corporate governance in determining corporate culture and accountability.

Learning Outcome: After completion of the course, learners will be able to: 1. Increased knowledge and understanding of the framework of rules, attitudes, and principles that govern and shape businesses. 2. Understand the legal and ethical considerations in a better way when making important business decisions. 3. A better understanding of the boardrooms and the responsibilities of each member. 4. An improved awareness of best practices in financial transparency.

Subject: Business Ethics and Corporate Governance

Unit 1: Introduction: (Lectures: 10)

Meaning of ethics, difference between ethics and law. The nature of business ethics; the relationship between business ethics, corporate governance and ethical leadership; Kohlberg’s six stages of moral development; various levels of ethical analysis.

Unit 2: Ethical Principles in Business: (Lectures: 15)

The teleological approach; the deontological approach; the virtue ethics approach; universalism versus ethical relativism. Characteristics of Business Ethics. Ethical Principles for Business Executives. Corporate philosophy; stakeholder theory versus stockholder theory.

Unit 3. Corporate Governance and Mis Governance: (Lectures:15 )

Historical background of corporate governance in India, Agency theory versus stakeholder theory, Concept and core principles of corporate governance.

Mis- Governance-some recent examples – Factors responsible for such misgovernance – Lessons from corporate failures around the globe, Legal and Regulatory framework of corporate governance.

Unit 4: Companies Act, 2013: (Lectures: 20) with respect to improving the quality of corporate governance practice, Clause 49 of the Listing Agreement (SEBI). Corporate Governance Report as a part of the Annual Report of a Company – its major contents. Difference between corporate social responsibility and corporate governance.

Suggested Readings:

1. Dr. Neeru Vasishth and Dr. Namita Rajput - Corporate Governance values and ethics, Taxmann Publications Pvt Ltd, New Delhi.

2. S.Sanakaran – International Business & Environment, Margham Publication, Chennai.

3. Dr.S.S. Khanka – Business Ethics and Corporate Governance, S.Chand Publication.

4. Sundar.K, Business Ethics and Value, Vijay Nichole Prints, Chennai.

5. Taxmann - Corporate Governance, Indian Institute of Corporate Affairs,

6. A.C.Fernando, K.P.Muralidharan & E.K.Satheesh – Corporate Governance, Principles, Policies and Practices, Pearson Education.