Master of Management Studies (M.M.S) Business Ethics and Corporate Governance Syllabus - Mumbai University 2026

Course objectives

• 1 To introduce students to foundational concepts, principles, and frameworks of corporate governance.
• 2 To equip students with practical skills for implementing ethical governance practices and compliance programs.
• 3 To develop analytical capabilities for assessing corporate governance effectiveness and stakeholder management.
• 4 To foster understanding of regulatory frameworks, responsibilities of boards, and executive accountability.
• 5 To cultivate strategic insights into contemporary governance challenges, sustainability, and ethical decision-making.

Course outcomes

• CO1: Demonstrate an understanding of corporate governance principles, board roles, and regulatory frameworks in the Indian context.
• CO2: Apply governance and ethical frameworks to business practices in compliance with Indian corporate laws and SEBI regulations.
• CO3: Analyze governance, CSR, and ESG practices of Indian companies using real- world disclosures and case examples.
• CO4: Evaluate corporate decisions and leadership approaches through ethical and governance perspectives for accountability and sustainability.
• CO5: Design strategic initiatives for CSR and ESG integration in alignment with Indian statutory requirements and stakeholder expectations.

Unit 1 CO1 · 6 hours

Introduction to Corporate Governance: Concept, evolution, and global principles (including OECD principles of corporate governance) with emphasis on SEBI LODR and Companies Act 2013 provisions applicable in India.

Unit 2 CO1 · 6 hours

Board Structures and Responsibilities in India: Roles of independent directors, board diversity, D&O insurance, DEI initiatives, and the Nomination & Remuneration Committee.

Unit 3 CO1, CO2 · 6 hours

Strategic Role of Boards: Oversight on business strategy, M&A, capital allocation, financial approvals, and safeguarding interests of minority shareholders.

Unit 4 CO2, CO3 · 6 hours

Risk and Financial Oversight: Board role in financial policies, capital structure, emerging risk evaluation (climate, AI, cyber) and governance mechanisms.

Unit 5 CO2, CO3 · 4 hours

Board Committees in Indian Corporates: Composition and functioning of statutory committees like Audit, CSR, ESG, Risk Management, and their reporting structures.

Unit 6 CO3, CO5 · 6 hours

Corporate Social Responsibility (CSR): Section 135 mandates, Schedule VII, CSR strategies, impact assessments, and best practices from Indian corporates.

Unit 7 CO3, CO5 · 6 hours

Environmental, Social, and Governance (ESG): ESG metrics, SEBI’s BRSR framework, ESG risks and compliance in Indian listed companies.

Unit 8 CO3, CO4 · 4 hours

Ethical Leadership and Culture: Role of top management in fostering ethics, aligning business values, building a culture of trust and integrity.

Unit 9 CO4 · 4 hours

Managing Ethical Dilemmas: Frameworks to resolve conflicts between goals and processes, legal obligations vs ethical conscience in Indian corporations.

Unit 10 CO4, CO5 · 4 hours

Stakeholder Governance: From shareholder primacy to stakeholder responsibility; ethical aspects and CSR-ESG alignment in Indian business context.

Unit 11 CO4, CO5 · 4 hours

Incentives, Accountability, and Governance: Designing responsible incentive structures, promoting transparency, and aligning individual goals with ethical outcomes.

Unit 12 CO5 · 4 hours

Case Discussion and Presentations

Unit 13 CO3, CO4, CO5 · 5 hours

Role of culture in attracting and retaining right individuals, theories of business ethics – moral principles and norms; human good at state; education of character for a good life; moral dilemma and business ethics; social responsibility of managers- shareholders v/s stakeholders, psychological level of ethics – actions, habits, character, role models

Textbooks

• 1 A Primer on Corporate Governance. Cornelis A. de Kluyver. Business Expert Press
• 2 Ethics Without the Sermons. Laura L Nash. Harvard Business Review.
• 3 A Strategic and Tactical Approach to Global Business Ethics, 2e. Lawrence A. Beer, Business Expert Press
• 4 Entrepreneur’s Handbook: Independent Directors, Corporate Governance, and Leadership. 3 Vols. Institute of Directors