Corporate Governance Law

Unit I — (Background)

Formation of a Company and advantages and disadvantages of running a business as a company Identification of stakeholders in a company (Promoter, Directors, Shareholders, Key Managerial Personnels, Customers/Clients, Environment, Creditors, government, society) · Meaning of Corporate Governance; Shift from shareholder interest maximization to balancing interests of all stakeholders Corporate Governance and Protection of Environment

• Basic principles of company law for incorporation, prospects and Securities
• Environmental, Social &Governance and Corporate Governance

Unit II — (Evolution)

Evolution of Corporate Governance ·  International Instruments · The Cadbury Committee Report, 1992 · The Greenbury Committee Report, 1995 · The Higgs Report, 2003 · OECD Principles · Commonwealth Association for Corporate for Corporate Governance · SarbanesOxleyAct,2002 ·  Domestic Instruments · Code of Confederation of Indian Industry (CII), 1998 · Kumar Mangalam Birla Committee Report, 2000 · SEBI(Listing Obligation and Disclosure Requirements), 2002 · Naresh Chandra Committee Report, 2002 · N. R Narayana Murthy Committee report · JJ Irani Committee Report, 2005 · Kotak Committee Report, 2017

Unit III — (Best Practices-I)

1. Elements of Corporate Governance (Fairness, accountability, responsibility, transparency) · Composition, Meetings & Rotation of the Board of Directors · Disclosures and public reporting · Shareholder rights · Appointment & Compensation of Directors and other Key Managerial Personnels Composition of Audit Committees Other relevant committees of BOD Corporate Social Responsibility

• Board constitution and its powers Board composition; Restriction and Powers of Board; Board Committees — Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship Committee and other Committees
• Appointment and remuneration of managerial personnel
• Corporate Social Responsibility & secretarial audit Applicability of CSR
• Environmental, Social &Governance and Corporate Governance

Unit IV — Best Practices-II

2. Role of: · Directors · Auditors · ROC, SEBI and Serious Fraud Investigation Office · Independent Directors · Non-Executive Directors · Institutional Shareholders · Creditors · 3. Regulation of Corporate governance under the following laws: o Companies Act, 2013 read with relevant Rules/Regulations o SEBI Act, 1992 read with relevant Rules/Regulations o Competition Act, 2002

• Directors DIN, Types of Directors; Appointment/ Reappointment, Disqualifications, Vacation of Office, Retirement, Resignation and Removal, Duties of Directors; Rights of Directors; Register of directors and key managerial personnel and their shareholding Loans to Directors; Disclosure of Interest; Declaration by the Directors; Loan and investment by company
• Accounts, Audit &Auditors Books of Accounts; Financial Statements; National Financial Reporting Authority; Auditors-Appointment, Resignation and Procedure relating to Removal, Qualification and Disqualification; Rights, Duties and Liabilities; Audit and Auditor's Report; Internal Audit; Cost Audit
• SEBI — formation of SEBI Board, role of SEBI (Banking Companies and NBFC's)

Unit V — (Implementation)

1. Corporate Scams that depict poor Corporate Governance · 2. Review of Corporate governance in India