It has long been recognized that effective corporate management is quintessential for the effective deployment of shareholder capital. This ultimately contributes to the growth of a company and the economy. Good corporate management is critical to strong corporate governance. The quality of a company's governance and growth depends largely on the effectiveness of the boards. oversight of the business and its stakeholders, and of course, the competence to look beyond.
Easier said than done, the position of a director comes with significant responsibilities with respect to executive management and the overall direction of the company. The Board acts both as a trustee and agent of the company and is relied upon by shareholders and the capital market. Corporate governance also calls for setting up various board committees to focus on specialized activities. And the directors sit on one or more of such committees to carry out the duties and responsibilities pertaining to the committee.
But the directors don't necessarily engage in the day-to-day operations and compliance of the company. Their job is primarily to supervise the company and make strategic decisions and not really micromanage. It is the key managerial personnel who are actually responsible for the day-to-day operations and compliance. So, while the Board sets the goals and objectives, it is the key managerial personnel who actually work towards achieving the goals.
The course is divided into two parts - Part 1 - Board of Directors and Part 2 - Key Managerial Personnel.
In Part 1, you will learn all about the composition of the board of directors, the kinds of directors, their appointment, disqualification, powers, duties and liabilities of directors and the various Board committees.
And Part 2 covers topics pertaining to key managerial personnel, their appointment, remuneration, roles and responsibilities, removal of key managerial personnel and secretarial audit.
Supplements to the course include flashcards, mind maps, the full text of important cases, relevant statutory content and examination pointers for students.
Instructor
DR PRATIMA NARAYAN
Dr. Pratima Narayan is an Advocate, mediator and Founder Partner of Techlawlogi Consulting LLP, a law firm based out of Bengaluru. She is an Editor and Consultant at EBC Learning. She has offered courses on Consumer Law, Arbitration, Ecommerce, Contract Law, and Corporate Law on the platform. She has authored a book on “Electronic Commerce: Legal Compliance”, published by EBC. The book comprehensively outlines the various legal and regulatory frameworks and compliance for e-commerce players. Dr. Pratima has served the legal academia for over two decades as a visiting faculty at various reputed law schools and business schools. Dr. Pratima holds a doctorate in law from the National Law School of India University, Bengaluru.
Table Of Contents:
1. Board of Directors and its composition
I. Relevant sections
1.1 Introduction
1.2 Composition of Board of Directors
II. Examination pointers
2. Director Identification Number
I. Relevant sections
2.1 Director Identification Number (DIN)
2.2 How to obtain Director Identification Number
II. Exercises
III. Examination pointers
3. Kinds of directors
I. Relevant sections
3.1 Key definitions of a director
3.2 Kinds of directors
II. Exercises
III. Examination pointers
4. Independent director
I. Relevant sections
4.1 Independent director
II. Exercises
III. Examination pointers
IV. Full text of leading cases
5. Appointment of director
I. Relevant sections
5.1 Appointment of director
II. Exercises
III. Examination pointers
6. Disqualifications for appointment of director
I. Relevant sections
6.1 Disqualification of a director
II. Exercises
III. Examination pointers
7. Position of director
7.1 Position of director
I. Exercises
II. Examination pointers
III. Full text of leading cases
8. Register of directors and key managerial personnel and their shareholding
I. Relevant sections
8.1 Register of directors and key managerial personnel
II. Exercises
III. Examination pointers
9. Duties of director
I. Relevant sections
9.1 Duties of a director
II. Exercises
III. Examination pointers
IV. Full text of leading cases
10. Resignation, removal and vacancy of office of director
I. Relevant sections
10.1 Resignation and removal of a director
II. Exercises
III. Examination pointers
11. Board committees
I. Relevant sections
11.1 Board committees
11.2 Audit committee
11.3 Nomination and remuneration committee
11.4 The stakeholders relationship committee
11.5 Risk management committee
11.6 Corporate social responsibility committee
II. Exercises
III. Examination pointers
12. Related party transaction
I. Relevant sections
12.1 Related party transactions
II. Exercises
III. Examination pointers
IV. Full text of leading cases
13. Prevention of oppression and mismanagement
I. Relevant sections
13.1 Prevention of oppression and mismanagement
II. Exercises
III. Examination pointers
IV. Full text of leading cases
14. Key managerial personnel
I. Relevant sections
14.1 Introduction to key managerial personnel
14.2 Appointment of key managerial personnel
14.3 Remuneration of key managerial personnel
14.4 Roles and responsibilities of key managerial personnel