Preface to the Second Edition

I am happy to acknowledge that the first edition of my book Corporate Governance: Principles, Policies and Practices has been well received both by academicians as well as students. The book fulfilled a void that existed at that point of time for a well-conceptualized and structured book on the subject of corporate governance, which was then emerging as a new discipline in management science.

Though there were very few institutions that had adopted corporate governance as an elective course, still the demand for the book surged as years went by. More and more libraries and faculty in the department of management started patronising the book.

I am thankful to the faculty, students and others who took time to go through the book and also for communicating with me the need to incorporate certain salient features they thought the new edition of the book should have. I am happy to include some of their suggestions.

The Organisation of the Book

The book Corporate Governance: Principles, Policies and Practices is divided into four parts with a view to providing instructors and students a convenient and systematic build-up of knowledge on the subject that is being dealt with herein.

Part One: “Understanding Corporate Governance” deals with the basics of corporate governance a student of the subject ought to know such as an overview of the subject, the theory and practice of corporate governance and landmarks in the emergence of corporate governance as a systematised body of knowledge.

Part Two: “Agents and Institutions in Corporate Governance” deals with all those agents, institutions and mechanisms that are engaged in promoting corporate governance, and includes the study of shareholders—their rights and privileges; investors’ problems and their protection; corporate governance and other stakeholders; the role of board of directors and auditors in ensuring corporate governance and how it is important for commercial banks.

Part Three: This part provides an in-depth study of “Facilitators, Role Players and Regulators”, which deals with all those institutions and role players that are engaged in promoting corporate governance. In this part, students are exposed to the study of business ethics in its relation to corporate governance, corporate social responsibility and environment, besides the role of the media in ensuring corporate governance and how monopoly and competition provide different situations in its implementation in corporations. Part three also deals with such topics as the role of public policies in governing business, the Indian capital market regulator, SEBI and the role of the government in ensuring corporate governance.

Part Four: “Issues and Problems of Corporate Governance in Emerging Economies” deals with issues and problems of corporate governance in emerging economies such as Russia and India. The last chapter deals with the corporation in a global society.

Features

The book presents a detailed study of corporate governance written in simple and lucid language. Starting with the explanation of the basic issues relating to the subject, it guides the readers from elementary to complex concepts. All theoretical concepts are illustrated with examples from the Indian corporate sector. The book incorporates several features that make it a student-friendly text. Designed to cater to the needs of students both as a text and as a reference volume on corporate governance, the book provides an in-depth coverage of all topics a student ought to know on the subject.

Case Studies: The inclusion of real-world cases appended to appropriate chapters presents students with snapshots from the corporate world. These cases have been selected to enable readers understand the multifarious and diverse environment within which Indian corporations operate.

Conclusion: Each chapter includes a conclusion to help students review the key points presented in the chapter.

Notes: Notes provided under each chapter provide not only the explanation for references found in the text, but also the context and a detailed analysis thereof.

Keywords: Keywords highlight the important terms discussed in the chapter.

Discussion Questions: End-of-chapter questions are designed to check the student’s comprehension of concepts presented in the chapter.

Suggested Readings: Each chapter includes a list of suggested readings for those who wish to know more about the topics discussed in the chapter from authors who are experts on the subject.

The other features include a Glossary, Useful Web Sites on Corporate Governance and CSR, Official Reports, Prominent Guidelines on Corporate Governance, Links on Corporate Governance and Abbreviations.

The Teaching and Learning Package

The teaching and learning package includes PowerPoint lecture slides, which can be downloaded from the book’s companion Web site www.pearsoned.co.in/acfernando

PowerPoint Lecture Slides: These are available for each chapter. They provide lecture outlines, important concepts and diagrams and additional material that can be used by instructors to deliver effective lectures.