Corporate Governance – Theory and Practice

Corporate Governance – Theory and Practice is a comprehensive, pedagogy-driven textbook that examines how corporations are governed—structurally, ethically, strategically, and legally. The author, drawing on over 35 years of teaching and research experience, delivers a rigorous and contemporary treatment of corporate governance that balances conceptual foundations with deep practical insight.This Edition reflects India's evolving regulatory ecosystem, global developments, and the expanding expectations of stakeholders. It equips students to understand not only what governance mechanisms are, but why they exist and how they operate in real business settings—including boardrooms, capital markets, and crises.Updated to align with the NEP curriculum, the book integrates case-based learning, practical exercises, global comparisons, and assignments aligned with outcome-based education. It is rooted in both theoretical frameworks and corporate failures, illustrating how governance lapses trigger systemic risk, erode shareholder wealth, and provoke regulatory reform worldwide.

This book is intended for the following audience:

• Undergraduate Students of B.Com. (Hons.), B.Com., BBA, BMS and similar programmes
• Postgraduate & MBA Students seeking a structured, case-based understanding of governance issues
• Faculty Members teaching Corporate Governance, Business Ethics, Company Law, Strategic Management, or related papers
• Practitioners & Policymakers who require a consolidated reference combining theory, law, and real corporate events
• Researchers exploring governance failures, regulatory reforms, and global best practices

The Present Publication is the 2nd Edition, authored by Prof. Anil Kumar, with the following noteworthy features:

• [Integrated Theory–Practice Framework] The book blends classical governance theories (Agency, Stewardship, Stakeholder, Managerial Hegemony, Resource Dependency) with practical illustrations from companies in India and abroad. Each concept is supported by empirical examples, regulatory emphasis, and case-based reasoning
• [Rich Comparative Governance Models] Students gain a nuanced understanding of:
• Anglo-Saxon (American) model
• German two-tier board model
• Japanese keiretsu model
• Family-based models prevalent in Asia
• Comparative governance patterns across jurisdictions help learners appreciate structural diversity and cultural influences
• [Comprehensive Coverage of Board Governance] Detailed coverage of:
• Types of directors (executive, independent, nominee, etc.)
• Board roles and responsibilities
• Board structures in global contexts
• Key committees (Audit, Nomination, Remuneration, CSR, and more)
• Director independence, diversity, and performance evaluation
• This enables readers to understand boardroom dynamics and decision-making frameworks
• [Governance Challenges in the Modern Corporate World] Includes full discussions on:
• Insider trading
• Whistleblowing mechanisms
• Shareholder activism
• Class action suits
• Institutional investor influence
• Gandhian Trusteeship & CSR linkages
• ESG and ethical leadership dimensions
• [Deep Analysis of Global Corporate Failures] The book includes detailed explorations of global collapses, such as:
• Enron
• WorldCom
• Lehman Brothers
• BCCI (UK)
• Maxwell Communications
• Vivendi (France)
• Each case is analysed for root governance failures, signalling effects, board-level oversight breakdowns, and regulatory responses (SOX, OECD codes, Cadbury reforms)
• [Indian Regulatory Landscape Mapped Thoroughly] This Edition incorporates:
• Companies Act 2013 provisions related to governance
• SEBI (LODR) Regulations 2015
• Reports of the Kumar Mangalam Birla, Narayana Murthy, and Uday Kotak Committees
• CSR obligations and governance integration
• Disclosure norms, risk management, audit independence, and compliance mechanisms
• [Forensic Study of Indian Corporate Scandals] A distinguishing hallmark of this Edition is the detailed analysis of major Indian failures:
• Satyam Computer Services scandal
• IL&FS crisis
• Punjab National Bank (Nirav Modi) fraud
• Yes Bank collapse
• ICICI–Videocon conflict-of-interest case
• Kingfisher Airlines governance breakdown
• Each scandal is examined in relation to governance mechanisms that failed, red flags missed, and systemic weaknesses exposed
• [Pedagogically Strong NEP-aligned Structure] The book incorporates:
• Review questions
• Practical assignments
• Cross-industry governance comparisons
• Case analysis tasks
• Exercises promoting critical thinking (e.g., examining public reports of listed companies, analysing whistleblowing cases)
• This ensures hands-on learning and professional readiness

The detailed coverage of the book is as follows:

• Conceptual Framework of Corporate Governance
• Covers meaning, significance, evolution, governance vs. management, pillars of governance, theories, global models, and insights from Kautilya's Arthashastra—one of the book's unique differentiators
• Includes conceptual diagrams, models, and case-based illustrations
• Board Structure and Directors
• This chapter explores:
• Types of directors globally
• Role, composition, and functioning of the board
• Executive vs. non-executive dynamics
• Audit, Nomination, Remuneration, and specialised committees
• Case illustrations relating to board oversight failures
• This chapter explains how modern boards actually work
• Issues & Challenges in Contemporary Governance
• This chapter is a bridge between theory and practice, addressing:
• Insider trading regulatory structure
• Whistle-blower protection design
• Shareholder activism scenarios
• Institutional investor influence
• Class action suits in India
• CSR as part of governance
• Gandhian Trusteeship as an ethical framework
• Global Corporate Failures & International Governance Codes
• Includes forensic analyses of failures like:
• Enron
• WorldCom
• Lehman Brothers
• BCCI
• Maxwell
• And explains how they shaped:
• Cadbury Committee recommendations
• Sarbanes–Oxley Act (SOX) reforms
• OECD governance principles
• This helps students link global crises with regulatory strengthening
• Corporate Governance Regulatory Framework in India
• A granular examination of:
• Corporate laws
• Governance committees
• SEBI regulations
• Disclosure & transparency norms
• Audit and risk management requirements
• Responsibilities of promoters, directors, and KMPs
• Corporate Failures and Scams in India
• One of the most detailed sections in the book, covering:
• Satyam
• PNB scam
• IL&FS crisis
• Yes Bank collapse
• ICICI conflict-of-interest case
• Kingfisher Airlines' governance lapses
• Each case is broken into:
• Background
• Governance failures
• Roles of directors, auditors, and regulators
• Red flags
• Post-crisis regulatory tightening

The textbook adopts a progressive learning architecture:

• Foundational Concepts → Models & Theories → Board Structure → Contemporary Issues → Global Failures → 6. Indian Regulatory Framework → Indian Scandals → Practical Exercises
• Each chapter includes:
• Clear learning objectives
• Definitions & illustrations
• Case studies
• Questions and problem-based assignments
• Real corporate disclosures and governance analysis tasks
• This design mirrors NEP's focus on experiential and analytical learning