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.

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
• 14.5 Functions of key managerial personnel
• II. Exercises

15. Officer in default

• I. Relevant sections
• 15.1 Officer in default
• II. Exercises
• III. Full text of leading cases

16. Removal of key managerial personnel

• I. Relevant sections
• 16.1 Removal of key managerial personnel
• II. Exercises

17. Secretarial audit

• I. Relevant sections
• 17.1 Secretarial audit
• II. Exercises
• III. Examination pointers

18. INDEX (FULL TEXT OF CASES)

• 18.1 INDEX: Full text of cases