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Corporate GovernanceCorporate Governance
CORPORATE GOVERNANCE
WHAT IS CORPORATE GOVERNANCE – PROCESSES AND STRUCTURE BY WHICH BUSINESS AND AFFAIRS OF CORPORATE SECTOR IS DIRECTED AND MANAGED
OBJECTIVE OF CORPORATE GOVERNANCE a) TO BUILD UP AN ENVIRONMENT OF TRUST AND CONFIDENCE AMONGST THOSE HAVING COMPETING AND CONFLICTING INTEREST
b) TO ENHANCE SHAREHOLDERS’ VALUE AND PROTECT THE INTEREST OF OTHER STAKEHOLDERS BY ENHANCING THE CORPORATE PERFORMANCE AND ACCOUNTABILITY
Some Definitions
• “Corporate Governance is the system by which companies are directed and controlled…”
– Cadbury Report (UK), 1992
• “…to do with Power and Accountability: who exercises power, on behalf of whom, how the exercise of power is controlled.”
• Sir Adrian Cadbury, in Reflections on Corporate Governance,
An Indian Definition
• “…fundamental objective of corporate governance is the ‘enhancement of the long-term shareholder value while at the same time protecting the interests of other stakeholders.”
– SEBI (Kumar Mangalam Birla) Report on Corporate Governance
Some Further Definitions
Corporate governance is essentially about leadership:– leadership for efficiency;– leadership for probity;– leadership with responsibility; and– leadership which is transparent and which
is accountable.- PRINCIPLES FOR CORPORATE GOVERNANCE IN THE COMMONWEALTH
Board Role & Responsibility
• Provide/ Exercise
– Leadership and Strategic Guidance
– Objective Judgement Independent of Management
– Control over the Company
• Direct and Control the Management of the Company
• Be Accountable at all times to All Shareholders
Dimensions of Board Responsibility
• Direction involves– Formulation & Review of Company Policies,
Strategies, Budgets and Plans, Risk Management Policies, Top Level HR Policies, etc
– Setting Objectives & Monitoring Performance– Oversight of Acquisitions, Divestitures,
Projects, Financial and Legal Compliance, etc
Dimensions of Board Responsibility
• Control Involves– Prescribing Codes of Conduct, – Overseeing Disclosure & Communication
Processes,– Ensuring Control Systems to Protect Company
Assets– Reviewing Performance & Realigning Action
Initiatives to Achieve Company Objectives
Dimensions of Board Responsibility
• Accountability Involves– Creating, Protecting and Enhancing Company
Wealth and Resources– Timely and Transparent Reporting– Good Corporate Citizenry including Discharge
of Stakeholder Obligations and Societal Responsibilities without Compromising the Shareholder Wealth Maximisation Goal
Corporate Governance & Capital Market Drivers: A Conceptual Framework
Listed Corporations(The Board & the Executive)
Regulators Government Stock Exchanges (SEBI/RBI) Legislation Listing Agreements
Market Operators Institutional Investors Press/Media (Rewards) (Pension Funds/Insce Cos) (Opinion Makers)
Lenders(Banks/
Depositors)
Shareholders/Stakeholders
REGULATION & LEGISLATION
Market Operations, Critique & Monitoring
4
•Independence, tenure and age of directors
•Independent nomination committee
•Frequent meetings of board and sub committees with regular attendance
•Sufficient sub committees to handle key corporate issues
•Stringency of criteria for CEO to qualify for annual bonus
•Reasonable director compensation
•Distributed ownership is viewed as optimal to protect all shareholder interests
•History of equal treatment of shareholders
Best practices are focused on
.)• Increase the role and authority of independent
directors
• Tighten the definition of “independent” directors
• Foster focus on good corporate governance
• Shareholders given opportunity to monitor &
participate in governance process
• Establishing new control and enforcement
mechanisms
The objective of CG
• Directors are subjected to their duties, obligations, and responsibilities
• Act in the best interest of the company
• To give direction to the corporation
• To remain accountable to the shareholders and all other stakeholders
IMPLEMENTATION OF CORPORATE GOVERNANCE IN INDIA
SHRI KUMAR MANGALAM COMMITTEE – CONSTITUTED IN MAY 1999 TO PROMOTE AND RAISE THE STANDARD OF CORPORATE GOVERNANCE IN INDIA
MANDATORY RECOMMENDATIONS OF BIRLA COMMITTEE:
APPLIES TO LISTED COMPANIES WITH PAID UP CAPITAL OF Rs.3 CRORE AND ABOVE
COMPOSITION OF BOARD OF DIRECTORS – OPTIMUM COMBINATION OF EXECUTIVE & NON-EXECUTIVE DIRECTORS
AUDIT COMMITTEE – WITH 3 INDEPENDENT DIRECTORS WITH ONE HAVING FINANCIAL AND ACCOUNTING KNOWLEDGE.
CORPORATE GOVERNANCE - ULTIMATE OBJECTIVE
TO ATTAIN HIGHEST STANDARD OF PROCEDURES AND PRACTICES FOLLOWED BY THE CORPORATE WORLD SO AS TO HAVE TRANSPARENCY IN ITS FUNCTIONING WITH AN ULTIMATE AIM TO MAXIMISE THE VALUE OF VARIOUS STAKEHOLDERS.
Creating Effective Boards
Respect, trust and candor
Culture of open dissent
Role maker rather a role taker
Individual accountability
Individual directors performance assessment
Board’s performance evaluation
Corporate Governance Issues
Ownership related
Management Related
Power- structure related
Personal wealth creation
Environmen
t Social
Economic
An Enterprise’s Triple Effect on Society
BusinessImpact
Sustainable Development Equal Opportunities
Waste Control Education & Culture
Emissions Community Regeneration
Energy Use Human Rights
Product EmployeeLife-cycle Volunteers
Product Wealth Productive Ethical Value Generation Employment Trading
The Triple-Bottomline Impact
Business Impact
environment society
economics
Some Closing Thoughts
• Right-Size the Board and its Composition
• Complementary Skill-Sets & Financial Acumen Essential
• Fit & Proper Criteria for Membership
• More Focus on Oversight, Less on Micro-Management
• Contribution as Important as Surveillance