Corporate Governance: Theory and Practice

Part I Introduction

Chapter 1 Business and Corporate Organization: An Overview

1.1 Introduction

1.2 Definition of Business Organization

1.3 Types of Business Organizations

1.4 Meaning of Corporate Organization

1.5 Theories of Corporation

1.6 Formation of Company

1.7 Types of Corporate Organizations

Chapter 2 Corporate Governance: Concept, Nature and Scope

2.1 Introduction

2.2 Concept of Corporate Governance

2.3 Rationale of Corporate Governance

2.4 Principles of Corporate Governance

2.5 Essentials of Good Corporate Governance

2.6 Evolution of Corporate Governance

2.7 Important Issues of Corporate Governance

Chapter 3 Corporate Governance Regulation in India

3.1 Introduction

3.2 The Companies Act, 2013 [and Companies Rules, 2014]

3.3 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Last amended on 21 December 2023]

3.4 Accounting Standards Issued by the Institute of Chartered Accountants of India (ICAI)

3.5 Secretarial Standards Issued by the Institute of Company Secretaries of India (ICSI)

Part II Development of Corporate Governance

Chapter 4 Codes and Committees on Corporate Governance

4.1 Introduction

4.2 Nature of Codes and Recommendations on Corporate Governance

4.3 Code and Committees on Corporate Governance in India

4.4 Code and Committees on Corporate Governance in the USA

4.5 Code and Committees on Corporate Governance in the UK

4.6 Code and Committees on Corporate Governance in South Africa

Chapter 5 Corporate Governance Theories and Models

5.1 Introduction

5.3 Corporate Models

5.4 Indian Business Ownerships

Part III Corporate Objective and Performance

Chapter 6 Corporate Objective: Shareholders’ Wealth Maximization

6.1 Introduction

6.2 Objective of Firm Performance

6.3 EVA: The Shareholders’ Value

6.4 MVA: The Realized Shareholders’ Return

6.5 Issues with ‘EVA’: EVA is not the Last Word!

6.6 How to Improve EVA?

Chapter 7 Creative Accounting: The Corporate Misconduct

7.1 Introduction

7.2 The Concept of ‘Quality Profits’

7.3 What Is Creative Accounting?

7.4 Reasons for Creative Accounting

7.5 Accrual System and Creative Accounting

7.6 Industry Creative Accounting Practices

7.7 How to Prevent Earnings Manipulation

7.8 Corporate Frauds and Fiascos

Part IV Board Structure and Process

Chapter 8 Board Composition and Functionalities

8.1 Introduction

8.2 Board of Directors

8.3 Roles and Responsibilities of Board

8.4 Powers of Board

8.5 Duties of Directors

8.6 Types of Boards

8.7 Classification of Directors

8.8 Appointment of Directors

8.9 Resignation and Removal of Directors

8.10 Disqualifications of Directors

8.11 Board–CEO Typology

8.12 Board Meetings

Chapter 9 Independent Directors

9.1 Introduction

9.2 Independent Directors: Concept  

9.3 Appointment of Independent Directors

9.4 Remuneration of Independent Directors

9.5 Number of Independent Directors in a Company

9.6 Lead Independent Director

9.7 Guidelines/Role and Functions/Duties of Independent Directors

9.8 Types of Independent Directors

9.9 Significance of Independent Directors

Chapter 10 Women Directors

10.1 Introduction

10.2 Concept of Woman Director

10.3 Procedure for Appointment of Woman Director  

                        10.4 Penalty in Case of Non-Appointment of a Woman Director

10.5 International Regulation on Women Managers

10.6 Gender Diversity in Boardroom

10.7 Independent Woman Director: Competence and Skill Set

Chapter 11 Board Committees

11.1 Introduction

11.2 Board Committees: Scope

11.3 Types of Board Committees

11.4 Risk Management Committee: The Compliance!

Chapter 12 Board Remuneration

12.1 Introduction

12.2 Meaning of Board Remuneration

12.3 Regulation of Managerial Remuneration in India

12.4 Computation of ‘Profits’ for Managerial Remuneration

12.5 Corporate Governance Issues Related to Board Remuneration

12.6 Global ‘Managerial Remuneration’ Trends and Practices

Chapter 13 Board Performance Evaluation  

13.1 Introduction

13.2 What Is Board Performance Evaluation?

13.3 Legal Framework of Board Evaluation in India

13.4 Incentives for Board Evaluation

13.5 International Practices of Board Evaluation

13.6 Board Performance Challenges

Part V Participants and Channels of Corporate Governance

Chapter 14 Shareholders and Stakeholders

14.1 Introduction

14.2 Shareholders

14.3 Stakeholders

14.4 Shareholders vs. Stakeholders

14.5 Class Action Suit

Chapter 15 Corporate Financial Reporting

15.1 Introduction

15.2 Corporate Financial Reporting: The Overview

15.3 Objectives of Financial Reporting

15.4 Corporate Financial Statements

15.5 Other Disclosures

15.6 Financial Results: The Regulation

15.7 Accounting Standards

15.8 IFRS and Convergence

Chapter 16 Whistle-Blowing Mechanism

16.1 Introduction

16.2 Whistle-Blowing

16.3 Whistle-Blowing Policy

16.4 Whistle-Blowing Regulation in India

16.5 Challenges of Whistle-Blowing

16.6 Exemplary Cases of Whistle-Blowers in India

Chapter 17 Role of Auditors

17.1 Introduction

17.2 Auditing: Meaning and Objectives  

                        17.3 Process of Auditing

17.4 Types of Audits

17.5 Significance of Auditors in Corporate Governance

17.6 Auditing Standards in India

17.7 Appointment of Auditors

17.8 Removal of Auditors

                        17.9 Qualifications of Auditors

                         17.10 Powers and Duties of Auditors

                              17.11 Punishment for Auditors

Chapter 18 Media and Public Policy: Fourth Pillar of Corporate Governance

18.1 Introduction

18.2 Media – What Is It?

18.3 Types of Media

18.4 Role of Media in Corporate Governance

18.5 Ethics in Advertising

18.6 Legal Framework for Advertising in India

18.7 Public Policy: The Overview

18.8 Public Policy and Corporate Governance: The Interface

                         18.9 Why Are Public Policies Needed in Business?

                          18.10 Public Enforcement in India

                          18.11 Corporate Governance Forums

Part VI Corporate Governance Diversity

Chapter 19 Corporate Governance in Family Businesses

19.1 Introduction

19.2 Concept of Family Business

19.3 Stages of Development of the Family Business

19.4 Constituents of Family Governance Structure

19.5 Role of Family Members in Their Business Governance

19.6 Governance Issues in Family Business

19.7 Family Businesses in India

19.8 Top Founder/Promoter Family Managed Companies in India

19.9 Global Trends of Family Business

Chapter 20 Corporate Governance in Public Sector

20.1 Introduction

20.2 Evolution of Public Sector in India

20.3 Public Sector Organizations

20.4 Rationale of Public Sector

20.5 Limitations of Public Sector

20.6 ‘Ratna’ Scheme of Public Sector Enterprises

20.7 Regulation of Corporate Governance in Public Sector

20.8 Corporate Governance Issues and Challenges of Public Sector Enterprises in India

20.9 Disinvestment of Public Sector Enterprises

Chapter 21 Corporate Governance in Banks and Financial Institutions

21.1 Introduction

21.2 Concept of Bank

21.3 Meaning of Financial Institution

21.4 Structure of Indian Banking and Financial Institutions

21.5 Risk Management in Banks

21.6 Basel Norms

21.7 Prudential Norms by RBI

                        21.8 Corporate Governance of Banks and Financial Institutions in India

21.9 Significance of Corporate Governance for Banks and Financial Institutions

                          21.10 Pillars of Corporate Governance in Banks

                          21.11 Corporate Governance Issues of Banks in India

                          21.12 Corporate Governance Guidelines for Banks in India

Part VII International Corporate Governance

Chapter 22 Corporate Governance in the Americas

22.1 Introduction

22.2 Corporate Governance in North America

22.3 Corporate Governance in South America

Chapter 23 Corporate Governance in Europe

23.1 Introduction

23.2 The Company Law and Corporate Governance in Europe

23.3 The UK

23.4 Germany

23.5 France

Chapter 24 Corporate Governance in Asia

24.1 Introduction

24.2 Corporate Governance Status in Asia

24.3 Japan

24.4 China

24.5 Singapore

Part VIII Special Topics

Chapter 25 Business Ethics

25.1 Introduction

25.2 Meaning of Ethics

25.3 Types of Ethics

25.4 Business Ethics: Concept

25.5 Significance of Business Ethics

25.6 Principles of Ethics

25.7 Theories of Ethics

25.8 Process of Ethical Development

25.9 Ethical Issues in Business

Chapter 26 Corporate Social Responsibility

26.1 Introduction

26.2 CSR: Overview

26.3 Benefits of CSR

26.4 Arguments Against CSR

26.5 Approaches to CSR

26.6 Models of CSR

26.7 CSR Regulation in India

26.8 Guidelines for CSR Expenditure of CPSEs

Index