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Non Voting Shares,

Corporate Governance & Ethics

A Presentation on the

Topic

For the Subject of:

Strategic Financial Management(mba - 1009)

Presented By: Raman Sethi

X Semester

Roll No. - 08

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Non Voting Shares

Corporate Governance

Ethics of Corporate Governance

Contents

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Stock in a publicly-tradedcompany that does not give

the holder the right to vote at the

company's annual meeting.

Nonvoting stock usually has other

rights associated with it tocompensate for the lack of ability to

vote. For example, most preferred

stock is nonvoting, but preferred

stock has a guaranteed dividend

while most voting stock does not.

NON VOTING SHARES

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Benefits Of Non Voting shares

a. First claim on theprofit of company.

b. Also any potential sale

of an asset of the

company, if the

company was to enter

bankruptcy.

c. Priority over ordinary

shareholders.

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Corporate Governance

Corporate governance refers to the set ofsystems, principles and processes by which

a company is governed. They provide the

guidelines as to how the company can be

directed or controlled such that it can fulfill

its goals and objectives in a manner that

adds to the value of the company and isalso beneficial for all stakeholders in the

long term.

Corporate Governance is concerned with holding the balance between economic and

social goals and between individual and communal goals. The corporate governanceframework is there to encourage the efficient use of resources and equally to require

accountability for the stewardship of those resources. The aim is to align as nearly as

possible the interests of individuals, corporations and society.

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Principles Of Corporate

GovernanceRights and equitable treatment of

shareholders.

Interests of other stakeholders.

Role and responsibilities of the board.

Integrity and ethical behavior.

Disclosure and transparency.

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Corporate governance models of INDIA

India's SEBI Committee on Corporate

Governance defines corporate governanceas the "acceptance by management of the

inalienable rights of shareholders as the true

owners of the corporation and of their own

role as trustees on behalf of the

shareholders. It is about commitment to

values, about ethical business conduct andabout making a distinction between personal

& corporate funds in the management of a

company.It has been suggested that the

Indian approach is drawn from the

Gandhian principle of trusteeship and the

Directive Principles of the IndianConstitution, but this conceptualization of

corporate objectives is also prevalent

in Anglo-Americanand most other

jurisdictions.

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OF

CORPORATEGOVERNANCE

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DEFINITION:-

Ethics defines what is good for the individual and

forsociety and establishes the nature ofduties that

people owe to oneself and others in society.

The principle of conduct professional ethics.

A system or philosophy of conduct.

A discipline dealing with what is good and bad-

moral duty and obligation.A set of moral principles or values.

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Reflection in a companys operations of the values and moralprinciples used in the communities in which they operate.

Successful markets and corporate performance are founded on acommitment to basic ethical principles aligned as much as possible to

the interests of individuals, corporations and society.

Ethical standards may be expressed in a companys formal conduct

requirements, or contained in generally stated principles that guide a

companys preferred conduct or behavior.

Most companies have put in place a code of ethics for its employees toconduct themselves in a particular manner while doing business.

ETHICS

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In 2012, Adobe was recognized as one of the Worlds Most Ethical Companies by Ethisphere. TheWME designation recognizes companies that truly go beyond making statements about doing

business ethically and translate those words into action. It is awarded to companies that have

leading ethics and compliance programs, particularly as compared to their industry peers.

A reputation built on integrity

Adobe's reputation is founded on the personal integrity of our employees and our commitment to

the following guiding business ethics principles:Integrity by conducting business according to high ethical standards

Respect for our employees, customers, vendors, partners, stockholders, and the communities in

which we work and live

Honesty in our internal and external communications and all business transactions

Quality in our products and services; striving to deliver the highest value to our customers and

partnersResponsibility for our words and actions; confirming our commitment to do what we say

Fairness to our fellow employees, customers, vendors, partners, and stockholders through adherence

to applicable laws, regulations, policies, and a high standard of behavior

A "World's Most Ethical Company"

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