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Asia Pacific Journal of Marketing & Management Review_________________________________________ ISSN 2319-2836 Vol.1 (4), December (2012) Online available at indianresearchjournals.com www.indianresearchjournals.com 105 STRENGTHENING CORPORATE GOVERNANCE OF MFIS LOOMS OPPURTUNITIES OF CULTIVATING NEW FAITH IN FINANCIAL SECTORS MISS. HEMA SATAGOPAN*; PROF. DR.G.RAVINDRAN** *Consultant (APT SOURCE CORPORATE PRIVATE LIMITED) & RESEARCH SCHOLAR: PhD Management at Dravidian University, Kuppam, Andhra Pradesh. ** Reader in Commerce S.I.V.E.T College, Chennai, Adjunct Faculty in ISBR Business School Member of the Senate Madras University ABSTRACT Corporate governance in the Indian context spells out clearly that ethics and values form the bases of corporate governance, while adherence to the legal framework is the minimum requirement. Improvements on Corporate Governance have been made through better financial disclosures and making non financial disclosures mandatory. Non Executive Directors also play a role which enables Investors to have effective involvement in the management and conduct of the affairs of the company. It also facilitates free playoff market forces in securing a change of management. Major companies consider India as the third most favourable for investment after China and United States. Monitoring the effectiveness of Corporate Governance is the key concept emerging in India. The impact of corporate Governance is seen from the allocation of capital. It encourages higher level of efficiency, quality and competitiveness throughout the country. Further it boosts private sector development, creates more jobs, and improves the quality of living and poverty alleviation of a nation. This article is limited to secondary data only and a few case studies which show strengthening corporate governance looms opportunities and nurtures faith in the Micro Finance Institution even if they are small and new. KEY WORDS: Board, CEO, Good Governance, Regulation, Regulator, Transparency. India a good potential for oversea Investments India is believed to be a good investment destination by the rest of the World with its mammoth man power resources and flourishing economic conditions. In spite of political uncertainty, technical hassles, shortages of power and infrastructural deficiencies, the corporate world in India is conquering the world through Mergers and Acquisitions. India presents a vast potential for overseas investment and is actively encouraging the entrance of foreign players into the market. The Corporate Affairs Minister M .Veerappa Moily on June 6 th 2012 emphasized the

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105

STRENGTHENING CORPORATE GOVERNANCE OF MFIS LOOMS

OPPURTUNITIES OF CULTIVATING NEW FAITH IN FINANCIAL

SECTORS

MISS. HEMA SATAGOPAN*; PROF. DR.G.RAVINDRAN**

*Consultant (APT SOURCE CORPORATE PRIVATE LIMITED)

& RESEARCH SCHOLAR:

PhD Management at Dravidian University,

Kuppam, Andhra Pradesh.

** Reader in Commerce S.I.V.E.T College, Chennai,

Adjunct Faculty in ISBR Business School

Member of the Senate Madras University

ABSTRACT

Corporate governance in the Indian context spells out clearly that ethics and values form the

bases of corporate governance, while adherence to the legal framework is the minimum

requirement. Improvements on Corporate Governance have been made through better financial

disclosures and making non financial disclosures mandatory. Non Executive Directors also play

a role which enables Investors to have effective involvement in the management and conduct of

the affairs of the company. It also facilitates free playoff market forces in securing a change of

management. Major companies consider India as the third most favourable for investment after

China and United States. Monitoring the effectiveness of Corporate Governance is the key

concept emerging in India. The impact of corporate Governance is seen from the allocation of

capital. It encourages higher level of efficiency, quality and competitiveness throughout the

country. Further it boosts private sector development, creates more jobs, and improves the

quality of living and poverty alleviation of a nation. This article is limited to secondary data only

and a few case studies which show strengthening corporate governance looms opportunities and

nurtures faith in the Micro Finance Institution even if they are small and new.

KEY WORDS: Board, CEO, Good Governance, Regulation, Regulator, Transparency.

India a good potential for oversea Investments

India is believed to be a good investment destination by the rest of the World with its mammoth

man power resources and flourishing economic conditions. In spite of political uncertainty,

technical hassles, shortages of power and infrastructural deficiencies, the corporate world in

India is conquering the world through Mergers and Acquisitions. India presents a vast potential

for overseas investment and is actively encouraging the entrance of foreign players into the

market. The Corporate Affairs Minister M .Veerappa Moily on June 6th

2012 emphasized the

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106

importance of good corporate governance, particularly in the context of inclusive growth. He

said, "Measures such as adopting the culture of good corporate governance which includes

sustainable reporting are necessary steps towards this direction. This creates challenges for

traditional governance structures which can be met by bringing in creativity in the corporate

governance system."

"India needs to deal with the malice of corruption and improve governance in Asia's third-

largest30 economy." Prime Minister Manmohan Singh said on March 18, 2011. India is

currently ranked third in Asia for the overall quality of corporate governance. Manoj

Kumar18reports that "Compared to many other places, India is doing better in terms of growth…

global investors were looking at the long term prospects and wide market in Asia's third largest

economy.‖ In India trade and commerce has been given importance as read from our ancient

Epics34like the Ramayana, Mahabharata, and manuscripts like Bhagavad Gita and Kautilya

Arthasastra4. These books have given great importance on good governance. ―Most importantly,

the corporate governance landscape3 in the country has been changing fast over the past decade;

particularly with the enactment of Sarbanes- Oxley type measures … India should have the

quality of corporate governance necessary to sustain its impressive current growth rates.‖ In the

last six years 30India has faced a lot of crisis staring with Krishna crisis (2007-2008) which was

termed localized29 affair limited to Krishna & Guntur Districts of A.P, followed by Kolar crisis

(2008-2009) when achieving scale rapidly became the most important factor. The symptoms

were tackled but inherent causes were forgotten. Client level controls were forgotten41 and

decentralized /agency model was adopted and thirdly by Andra Pradesh18 where large and

multiple loans created the crisis. Everywhere there was quantity aimed not quality leading to,

non repayment and hence harassment leading to suicidical death. This called for regulators

intervention to protect the poor. Further the Global Scam of Sathyam the giant IT Company

became a global issue of corporate scam. This brought about lack of faith and need for better

regulation.

Other Countries

In the UK and the US, corporate governance mechanisms emphasize the relationship between

shareholder and management. In countries such as France, Germany and the Netherland, the

corporate governance mechanisms take a stakeholders‘ approach to governance, aiming to

balance the interests of owners, managers, major creditors and employees. When compared with

corporate governance in countries like Brazil, China or Russia, it is noted that in the UK and

USA the corporate system and structure is characterized by distributed ownership and

shareholding, as a large percentage of shares is subscribed by the public. They have a well

developed capital market with active shareholder participation. Firms are subject to strict

disclosure norms and investor protection. The focus of good governance in these countries „is

the code of best practices.‟ However, the Japanese and German models are somewhat different.

There is a close association between the financial institutions and the firms, as with the

predominant shareholders, have close relationship towards their commitment to a philosophy of

lifetime association. ―Good governance is central to institutional strengthening efforts and should

be integrated with ongoing technical assistance and training initiatives. Building51 good

corporate governance is a continuous process that requires a long term vision.‖ According to a

2002 McKinsey2 investor opinion survey, investors who were open to paying premiums were, on

average, willing to pay a 25% premium for well-governed Chinese firms and a 23% premium for

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well-governed Indian firms (Barton, Coombes, & Wong, 2004). Randall K. Morck20, Lloyd Steir

(2005) discussed historical developments21 that impact the overall scope of the corporate

governance in different countries. The financial disasters of France disrupted the French

confidence in financial securities and set the corporate governance in the country on a different

equality from that of Britain where similar disturbances had occurred. ―Similarly48 historical

developments such as imperial domination in China that was evident in the late 19th century,

large scale trading networks belonging to particular communities and ethnic groups and sectarian

groups in India, family and bank controlled pyramidal groups in Germany, Zeibatsu and Keiratsu

in Japan and Chaebols in Korea etc., have influenced the process of growth of corporate

governance in the respective countries.‖ A few common features prevalent to all countries

contributing to Corporate governance norms include -Accidents of history, ideas, families,

business groups, trust, law, origins, evolution, transplants, large outside shareholders,

financial development, politics and entrenchment, etc.

―Corporate governance2 in India does not compare unfavorably with any of the other major

emerging economies: Brazil, China and Russia. India ranks high on the ease of getting credit,

and has a well-functioning banking sector with one of the lowest proportions of nonperforming

assets.‖ The World Bank‘s Doing Business 2008 publication gives India an investor protection

score of 6, ahead of each of the other BRIC countries2. An extremely important aspect of

investor protection in any country is securities markets regulation. Using the framework of La

Porta28, etal (2006)--which focuses on disclosure and liability requirements as well as the quality

of public enforcement of the regulations controlling securities markets--India scores an

impressive 0.92 in the index of disclosure requirements, which is the third highest after the

United States and Singapore. India embarked on liberalization in the early 1990s and has been

increasingly integrated into the global economy. ―Globalization23 not only heightens the business

risks, but also compels the organization to adopt norms of transparency & good governance. The

concept of Corporate Governance and Corporate Social Responsibility have been emerging as a

response to corporate failure and also as response to lack of due diligence and care in supervising

executives & offices.‖

Good Corporate Governance

Foreign Investors hold higher standards of corporate Governance in their home countries and

find that in the emerging economies Corporate Governance is weak. Therefore they require

higher governance to maintain their global authenticity. Hence they try to avoid involving

directly or indirectly with local firms whose reputation is scandalous. Further foreigners are wary

of investing in a firm in which the managers are also its controlling shareholders since foreign

investors fear that these ―insiders51‖ may not act in the investors‘ best interest Additionally when

they invest in emerging economies they have the ability to enforce governance rules because of

the governance expertise, extensive experience and better monitoring at reduced costs. As

observed by Karin Finkelstein, Associate Director, East Asia and the Pacific, at the International

Finance Corporation15 (IFC), ―Everyone seems to think our name can be helpful. But there's a lot

of work involved in getting our name attached to the company.‖ Fredrick Lipman52 and Keith

Lipman (2006) were of the view that ―Good corporate governance helps to prevent corporate

scandals, fraud, and potential civil and criminal liability of the organization. It is also good

business. A good corporate governance image enhances the reputation of the organization and

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makes it more attractive to customers, investors, suppliers and, in the case of nonprofit

organizations, contributors. A key approach to addressing the corruption issue is improving

transparency. Without greater transparency new governance laws and codes will do little to

improve governance in China and India. Despite the encouraging changes in India‘s governance

laws, key parties (e.g., regulatory bodies, boards of directors/supervisors, management) do not

yet possess compelling incentives to implement these changes. Dinesh Unnikrishnan8 has stated

in his article of June 2012 that ―Investors across the globe have conveyed the message to

MFIs in strong words and some even want legal agreements to ensure these firms meet

their social objectives and implement fair corporate governance practices in letter and

spirit.‖ Further Lok Capital8 has invested in Bhartiya Samruddhi Finance Ltd, Ujjivan

Financial Services Pvt. Ltd and Spandana Sphoorty Financial Ltd. Investors typically pick up

stakes of up to 35% in MFIs they put their money into. In2011 Oikocredit8 in its Social

responsibility performance report has disclosed some Indian MFIs are ―seeking easy money

without a genuine social mission or sufficient respect for their clients‖ for the current plight of

the sector. With reference to Private Limited Companies Gary Hamel32 states ―Transparency is

often just as effective as a rigidly applied rule book and is usually more flexible and less

expensive to administer.‖ Alok Prasad15CEO of MFIN stated ―The micro-finance industry,

which reported revenues of over Rs.26, 000 crore during its peak time, is expecting to see a

growth between 25 and 30% this year outside Andhra Pradesh.‖ Investors45 are particularly

concerned about the quality of management and standards of corporate governance, given that

most approach microfinance projects with a long-term perspective.

Micro Finance

Microfinance is a general term to describe financial services to low-income individuals or to

those who do not have access to typical banking services. It is also a means for low-income

individuals who are capable of lifting themselves out of poverty if given access to financial

services. But it should never be seen as the only tool for ending poverty. Those Institutions

which give such micro financial services are Micro Finance Institutions (MFIs). India has around

800 49MFIs, which operate in the form of non-banking financial companies (NBFCs), trusts, co-

operative societies and nongovernmental organizations (NGOs). NBFC-MFIs account for 80%

of the industry in terms of assets. India ranked high on ease of getting credit as well as

functioning banking system that has one of the lowest percentage of non-performing assets16. As

regards other factors of institutional framework, India ranked 72nd

out of 180 countries on

Corruption Perception Index with an absolute score that suggested corruption being perceived as

a 'serious challenge. In India, the question of corporate Governance has come up with the wake

of economic liberalization5 and deregulation of industry and business as the demand for a new

corporate ethos and stricter compliance with the law of the land. In the context of the unique

situation in India where the financial institutions hold substantial stakes in companies, the

accountability of the directors, including nonexecutive directors and nominees, has come into

sharp focus. In 2005, there were an estimated one million microloans outstanding in India‘s

Andhra Pradesh state; by 2010 that number skyrocketed to an estimated 25-27 million

microloans outstanding, valued at about $4 billion23, SKS30 issued the initial first Public offer

(―SKS Microfinance IPO sees strong demand,‖. The Wall Street Journal10 in October 2010

reported on stories being circulating in reputable media about clients committing suicide due to

an inability to repay their loans, the question of whether MFIs in Andhra Pradesh maintain

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lending discipline and enforce ethical conduct came suddenly into the limelight. The 2011

Banana Skins report ranked corporate governance the fourth highest risk both by itself and as an

issue deeply embedded in each of the top three risks cited: client credit risk, industry reputation,

and competition.. The difficulty of finding new clients and managing larger client loads pushes

loan officers toward circulating more and more loans among established clients rather than

growing clientele23.In 2010, MIX reported that MFI clients and depositors have been growing

about 20 percent a year worldwide – with$65 23billion in loans outstanding and a total deposit

value of about $30 billion. Seven Companies have received private investments in the fiscal year

2011-2012 as affirmed by Alok Prasad15 CEO MFIN to The Hindu who substantiated “After a

challenging year in 2011, we see the industry slowly moving towards normalization. With the

support from RBI and the ministry of finance, we see an improvement in the business in non-AP

states. However, in AP, the business continues to remain zero,‖ Namrata Acharya21 details of

―Firms replacing microfinance industry are raising large amounts from PE investors & issuing

new loans.” She further speaks of the new MFIs as rainmakers (major PE deals after 2010)

mentioning MFIs received private equity funds worth Rs 423 crore. India needs 'game-

changers' for microfinance ( refer case study Anjali below.)

Corporate Governance Definition:

According to Dr. Yilmaz Arguden15, ―The essence of good corporate governance is ensuring

trustworthy relations between the corporation and its stakeholders... Good corporate governance

is a culture and a climate of Consistency, Responsibility, Accountability, Fairness,

Transparency, and Effectiveness that is Deployed throughout the organisation (the ‗CRAFTED‘

principles of governance).‖

As per Thierry Buchs23, (SECO), "Good corporate governance is the glue that holds together

responsible business practices, which ensures positive workplace management, marketplace

responsibility, environmental stewardship, community engagement, and sustained financial

performance. This is even truer now as we work worldwide to restore confidence and promote

economic growth." Quoting Hurst16 (2004) "Corporate governance refers to the broad range of

policies and practices that stockholders, executive managers, and boards of directors use to (1)

manage themselves and (2) fulfill their responsibilities to investors and other stakeholders."

Shleifer and Vishny33 state that ―Corporate governance deals with the ways in which suppliers of

finance to corporations assure themselves of getting a return on their investment." The Narayan

Murthy report, (2003) has a comprehensive definition: "Corporate governance is 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 and about making a distinction between personal and corporate

funds in the management of a company."

These definitions reflect the Indian culture of corporate governance as articulated by Mahatma

Gandhi in his writings. He believed that management is a trustee of shareholders capital and

business is a trustee of all resources, including the environment. Liberalization of the Indian

economy began in 1991. Since then, we have witnessed wide-ranging changes in both laws and

regulations, and a major positive transformation of the corporate sector and the corporate

governance landscape.

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Table No.1: Brief History of Corporate Governance in India at a glance

YEAR Committee Report

1950

an Act was passed for the registration of companies with

limited liability

1953-

1954

The Bhabha Committee recommended as upper limit of20 directorships which

was incorporated into Companies Act 1956

1991 Cadbury Committee U.K.

1996 First Formal Corporate

Governance Committee

chaired by a leading Indian industrialist, Rahul Bajaj,

submitted its

recommendations in April 1998.

1998 The Confederation of

Indian Industries (CII)

A code of Corporate Governance

SEBI Several Committees to make reports which created

landmarks

1999 The Kumaramangalam

Birla Committee

Was instrumental in the addition of a new Clause 49 to

the listing agreement with the Stock Exchanges. Its

major contribution was in recommending the

constitution of the Board of Directors (specifying the

minimum number of independent directors and board

procedures); the Audit Committee (including the

mandatory requirement of an audit committee);

Disclosures (mandatory Management Discussion and

Analysis section in Annual Reports + other disclosures).

For the first time in the history of corporate India,

specific corporate governance processes and disclosures

were mandated under the listing agreement with the

stock exchanges

2002 Naresh Chandra

Committee

The committee recommended best practices regarding

the statutory relationship between auditors and

companies and set the highest standards for the role of

audit committees. It recommended that all members of

the audit committee should be independent directors,

thereby plugging the loophole that could make it

possible for a promoter-director without an executive

role in the company becoming a member of the audit

committee

2003 The N.R.Narayana

Murthy Committee

Several of its recommendations, concerning related

party transactions and qualifications of audit committee

members were accepted by SEBI and made mandatory

under Clause 49

2004 JJ Irani Committee Reformed Companies Act 1956and recommended 15 as

maximum Directorship

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Corporate Governance started as a self-regulatory move from the industry rather than the rule of

law.

Table No.2: The key mandatory features of Clause 49 regulations

Table No. 3: The areas where Clause 49 stipulates specific corporate disclosures

Sl .No. Areas of Specific corporate disclosures

i. related party transactions

ii. accounting treatment

iii. risk management procedures

iv. proceeds from various kinds of share issues

v. remuneration of directors

vi. a Management Discussion and Analysis section in the annual report discussing

general business conditions and outlook

vii. a Management Discussion and Analysis section in the annual report discussing

general business conditions and outlook

Further requirement of Board Committee to address Grievance of Shareholders /Investors and

the process of share transfer be expedited through delegation of authority to an officer or

committee. There were several incidents of companies allotting preferential shares to their

promoters at highly discounted prices, as well as several instances of ―start-up12‖ companies that

simply disappeared with their investors' money.‖ (Goswami, 2002).The important pillars of

Corporate governance are given in Figure No.1

Further requirement of Board Committee to address Grievance of Shareholders /Investors and

the process of share transfer be expedited through delegation of authority to an officer or

committee. There were several incidents of companies allotting preferential shares to their

promoters at highly discounted prices, as well as several instances of ―start-up12‖ companies that

simply disappeared with their investors' money.‖ (Goswami, 2002).The important pillars of

Corporate governance are given in Figure No.1

Sl. No. Key Mandatory Features

i. composition of the board of directors

ii. the composition and functioning of the audit committee

iii. governance and disclosures regarding subsidiary companies

iv. disclosures by the company

v. CEO/CFO certification of financial results;

vi. reporting on corporate governance as part of the annual report

vii. certification of compliance of a company with the provisions of Clause 49

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FIG.No.1: The Four Pillars of Corporate Governance

Source: Corporate Governance Beyond letters Pg1.13)

All parties to corporate governance have an interest Directors, management and workers receive

salaries, benefits and reputation. Shareholders receive capital return. Customers receive goods

and services. Suppliers receive compensation for their goods and services (Refer to Fig No2.)

FIG. No.2: The Various Stake Holders affected by Corporate Governance of the

Company (Source: Corporate Governance Beyond letters Pg1.13)

Corporate Governance principles have been associated increasingly with issues of competitive,

corporate citizenship and social and environmental responsibility, transparency, accountability

and corruption free processes. Principles of Corporate Governance have become conventional

wisdom with realization that it is necessary tool for the economic health of accompany and more

importantly, for society at large (Refer Case study on Anajali)

Transparency Fairness in Action Accountability Responsibility

Corporate Governance

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FIG No.3: Ranjanna Kumar 27(2007) lists the following Essential Principles of Governance

Source: (Jitendra Shrimali16 &Dr.Harshita Shrimali)

REGULATION

Regulation is an authoritative role ―a principle or condition that customarily governs behaviour‖

rules verses principals enforcement action beyond obligation. Regulation and supervision44 of the

formal banking institutions is well organized under various Acts, viz. B.R Act, RRBs Act,

Cooperative Societies Acts, and RBI Act. While the RBI supervises commercial and urban

cooperative banks and NBFCs, NABARD has been authorized to supervise RRBs and

cooperative banks on behalf of RBI. As regards MFIs, none except those registered as NBFCs

and cooperatives are presently treated as part of the financial sector. Finacle from Infosys43 states

―Gone are the days when MFIs were viewed as a loss making charitable institutional exercise.

More and more countries are enabling, empowering supporting the MFIs with regulations and

legislations. Exclusive central regulatory bodies, specific legislations, effective support and

grievance redressal mechanism are gradually being put in place by governments worldwide.‖ It

also reports that, South Africa has formed a Microfinance Regulatory Council to monitor the

MFIs. In Kenya the Microfinance Unit of Ministry of Finance regulates the MFIs. The National

Commission of Banks and Securities supervises the operations of MFI in Mexico. In almost all

the other countries the respective central banks are the regulatory authority for the MFIs. Islamic

MFIs follow the Shariah Supervisory Board (SSB) in the respective region. Different countries

have passed or are proposing to pass exclusive regulations pertaining to the MFIs.

In India the Company Finance Bill was introduces in Lok Sabha in 2009. The Bill was

withdrawn following the recommendations of the Parliamentary Standing Committee on

Finance. Revised Bill was once again introduced in December 201113but was sent back for

consideration of the Standing Committee once again on December 22nd

2011. It is now awaiting

approval in this Monsoon season. In 2009, Ministry of Corporate Affairs (MCA) issued

voluntary guidelines for Corporate Social Responsibility (CSR). The guidelines11 discuss key

aspects of governance practices that business organizations need to focus on. The policy covers

six aspects: 1) Care of all stakeholders; 2) Ethical functioning; 3) Respect for workers‘ rights

and welfare; 4) Respect for human rights; 5) Respect for environment; and 6) Activities of social

and inclusive development. The policy requires that business entities should provide an

implementation strategy covering projects, timelines, resource allocation etc. Organizations to

communicate their commitment to CSR can put the policy on their website with each locations

implementation strategy. This will help communicate organizations ethical stance to all third

parties wishing to do business with it. Regulators should monitor systems for recruitment, training,

and supervision of field staff 22. Good governance ensures that stakeholders with a relevant

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interest in the company‘s business are fully taken into account. In addition, good governance can

make a significant contribution to the prevention of malpractice and fraud, although it cannot

prevent them absolutely. Transparency, accountability, reciprocity, participation, rule of law,

oversight, incentives, elimination of price controls, and simplification of procedures. The Indian

regulatory framework has ensured that the interests of stakeholders are well protected, though

ultimately, the prime responsibility of good governance lies within an organization and not

outside it. CEO of MFIN Mr. Alok Prasad stated, “After a challenging year in 201119, we see the

industry slowly moving towards normalization. With the support from RBI and the ministry of

finance, we see an improvement in the business in non-AP states. However, in AP, the business

continues to remain zero.‖ Regulatory agencies27 are trying their best not only in the legal,

effective and credible enforcement but also in safeguarding the interests of the investors and the

economy as a whole from any kind of disturbance. The Ministry of Corporate Affairs (MCA)

had set up a National Foundation for Corporate Governance (NFCG) in association with the

Confederation of Indian Industries (CII), Institute of Chartered Accountants of India (ICAI) and

other National level organization as a not-for-profit trust to provide a platform to deliberate on

issues relating to good corporate governance, to sensitize corporate leaders on the importance of

good corporate governance practices as well as to facilitate exchange of experiences and ideas

amongst corporate leaders, policy makers, regulators, law enforcing agencies and non-

government organizations . Gradually more of the Indian companies are recognizing the

challenge of going global and are using the voluntary reporting approach as a market-based

instrument during the last five to six years ago. For almost all of these companies, the GRI

Guidelines is the reference point against which reports are being prepared. .The largest MFIs in

India get most of their equity from commercial sources and can leverage that equity with

borrowing from banks relatively easily. The Reserve Bank of India (the Indian central bank)

regulates banks and NBFCs that engage in microfinance activities. It is now essential to describe

the role of Independent Director and Executive Director a much debatable subject of today. The

Reserve Bank of India (RBI) in April 2012 49asked microfinance institutions (MFIs) to improve

their corporate governance and rationalize compensation packages to bring a semblance of order

to the crisis-ridden sector. Ernst &Young 50(E&Y) Fraud Investigation& Dispute services (FIDS)

report, ―The need of the hour is for legislative to draw line between ID&EDs by defining their

functional responsibilities and demarcating their liabilities…In the Corporate Governance

Changing Regulatory Scenario and Role of Independent Directors …the Companies Act 1956

does not make any distinction between the accountability of ID &ED. The Act gives immunity to

ID as against EDs.‖

Transparency: In September 2010, Oikocredit‘s Indian subsidiary, Maanaveeya Holdings Pty

Ltd, brought together representatives of more than 80 MFIs from all over the country for a two-

day conference on social performance management. The conference highlighted the necessity for

partners to adhere to client protection principles, which include transparent and fair pricing,

ethical collection practices and avoiding over-indebtedness. ―Now, transparency rules46.

Corporations must establish new systems of accountability, and encourage long-term

participation in decision-making by both shareholders and staff. Those that succeed will be better

equipped to create wealth, solve complex problems, and compete in global markets.‖ It means

keeping to rules and regulation in the enforcement of decisions taken as well as making

information freely available and directly accessible to those who will be affected by the decision

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and their enforcement. Also it involves the provision of information in an easily understandable

form and median. (refer Case Study on Equitas )

Fig No.4: CEO Highest Rank

The CEO31is the highest ranking executive in a company, whose main responsibilities include

developing and implementing high-level strategies, making major corporate decisions, managing

the overall operations and resources of a company, and acting as the main point of

communication between the board of directors and the corporate operations. The CEO will often

have a position on the board, and in some cases is even the chair. Dilip Kumar Sen7 identifies

that the Indian Corporate Sector has companies often run as if they were the managing directors

or CEO‘s personal freedom. The interest of principal shareholders is often fully taken care of

before benefit of other shareholders. Further majority of Directors are ignorant that they are

agents of shareholders and their position is one of trust and faith. The participation of non-

executive directors in meetings whether of the board or any committee ―thereof is inversely

proportional to the health of the bottom line—better the bottom line lesser the participation.‖ The

Directors fail to update themselves on changes of law and regulations. The members of the

Board seldom raise relevant questions. Except under crises the Nominee Directors also play a

passive role. Infosys 33Technologies is considered the benchmark of good corporate governance;

its CEO was recently fined by its audit committee for neglect inadvertently failing to disclose

certain transactions within the24 hour time set for such disclosure. In most of the MFIs in India,

it was observed that the promoter/chairperson/CEO is the same person that in real terms hampers

44 the basic chemistry of the Governance architecture and transparency of operation.

Transparency is easily brought about when the responsibilities are split between the chairman

and the CEO.

Relationship between the Board and the CEO26: Board members and the CEO must maintain

a degree of distance. Loyalty to the CEO, rather than to the organization, will not allow directors

to make independent, responsible decisions, particularly on issues such as management

performance and compensation. This issue is predominantly pertinent to many nonprofit MFIs in

which the CEO/founder has specially selected the board. In brief, the board‘s role is to provide

guidance to management in the overall strategic direction of the organization, leaving the CEO to

actually manage the institution. If the board loses confidence in the CEO, its role is not to step in,

but to replace the CEO and manage the smoothest transition possible for the organization. The

role of CEO is to constantly improve what is essential to human progress by mastering science

and technology. It has been reported that “In times of crisis, a key differentiator is the quality of

leadership and the governance structures. ―Many MFIs, including Ujjivan and Janalakshmi,

have had strong promoter CEOs, resilient management teams and an undiluted mission

focus. These factors have allowed them to stay ahead in the game,” says Alok Prasad21, chief

executive officer, Microfinance Institutions Network (MFIN). The study by Roy Mersland47 and

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Rediar Oystein Strom (2007) show that the overall financial performance (ROA) is improved

when the roles of CEO and chairman are split, when the CEO is a woman, and when loans are

made to individuals. Stronger competition reduces operational costs, portfolio yield and return on

assets. Oxelheim and Randoy (2003) found that firm performance was better in firms with

international directors. International board members may be seen as an indication of

independence. Normally the MFIs target Female customers (Armendariz de Aghion and

Morduch, 2005). Presumably, having a high fraction of women on the board would help the MFI

understand its customers better; whom we expect would translate into better firm performance.

―Good governance6 is integral to the very existence of a company. It inspires and strengthens

investor‘s confidence by ensuring company‘s commitment to higher growth and profits.‖

SYSTEM OF RATINGS

The Board/Management of the MFIs should insists for rating of their organization by the external

rating agencies (e.g. CRISIL-leading rating agency in India and M-CRIL, a specialized rating

agency for the MFIs) at a regular interval to assess different aspects of their operation and to

improve their operational efficiency. It‘s evident from CRISIL‘s assessments that the majority of

MFIs in India are still below the norm, if measured against the standard of acceptable corporate

governance standards–whether it pertains to management structures and control, management

information systems, disclosure standards, or board composition. The Commercial banks in India

which happens to be the major source of funds, appraise the MFIs based on certain factors and

governance has been given maximum (>60%) weight age for sanctioning of loans. Even the

small MFIs are getting better ratings by the rating tools adopted by the banks due to their

governance structure. In Standard & Poor report (Nov 2008) Venkataraman and Raj Sekhar of

CRISIL termed governance-related issues are the biggest challenge to the sustainability of Indian

MFIs and point out that NGO-MFIs are likely to be floundering on this front, in their quest to

balance the transition from a charitable entity to a commercial one(SRM_KIT)

FIG .No.5: DIFFERENT TYPES OF BOARDS

.

Source: Principles &practice of Micro Finance Governance 25(pg3to5)

Effective Governance

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As the Board governs management25 ―Effective governance strikes the appropriate balance in

the relationship between boards of directors and management in their combined efforts to move

the institution forward. Each brings unique skills to this joint effort and views the institution

from a different lens. Together they add value precisely because they are complementary.”

As detailed by PRISMS242005 , “ Good Governance is important because it helps the institution

to prevent fraud and mismanagement , Promote sound decision making, Avoid costly fines and

litigation, Create/maintain a positive corporate image, Attract and retain clients, Attract and

retain financing and investment (from commercial banks),the interplay between board and

management centers on this relationship between strategy and operation, both of which are

essential for the successful evolution of the institution.‖ The authority of the Board is made clear

through CASS: compliance, accountability, strategic direction and self assessment.

Fig. No: 6 Corporate Development

Framework

An effective corporate governance framework (refer Fig. No.7) needs to be flexible

to respond to changing market dynamics, yet it must be unwavering as regards its

values and ethics. (refer case study Anjali )

Case Studies:

Fonkoze Financial Services

Fonkoze1 founded by a catholic priest is ―Haiti‘s Alternative Bank for the Organized Poor.‖ It

is the largest microfinance institution (MFI) in Haiti, serving more than 56,000 women

borrowers, most of who live and work in the countryside of Haiti, and more than 250,000 savers.

With its network of 46 branches covering every region of Haiti, it is also the only MFI that is

truly national in scope. The name of this institution is Bank Fonkoze; S.A. In the interim period

till commercial banking license from the Central Bank was obtained, Fonkoze Financial Services

incorporated in 2004 undertook operations of the bank .It has 38 branches with 99percent female

solidarity loans having 50,718 active clients with outstanding portfolio$9,505,179 and savings of

$20,927,815from savings account 222,850. Fonkoze1 is an example of an MFI taking

corporate governance seriously and a powerful illustration of how strong corporate governance

allows an MFI to withstand an earthquake, whether geophysical or financial. Fonkoze, Haiti‘s

largest MFI, uses a heterodox client-member model22 of corporate governance that was crucial in

maintaining lending discipline while innovating in response to client needs in the aftermath of

the tremendous and tragic January 2010 earthquake. Fonkoze has both for-profit and nonprofit

arms registered in Haiti, yet they are governed in practice as a single body under one corporate

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governance structure. The culture of corporate governance22at Fonkoze is strong enough that the

institution is able to serve as a consistent and transparent medium for millions of dollars in

additional post-earthquake grants and aid flows as a substitute to government channels. Going

forward15, better corporate governance at MFIs will only become more important due to the

growing movement towards savings-led microfinance and micro insurance, where deposits or

premiums from the poor themselves are leveraged as microcredit or even larger investments –

turning MFIs into real financial intermediaries22.

Casphor Micro Credit

CASPHOR Micro Credit40 is a poverty focused, not for profit Company that provides

microfinance exclusively to Below Poverty Line women in eastern U.P. and Bihar. Casphor

Micro Credit is a section 25company, started micro Finance in 1998with headquarters in

Varanasi and has 269 branches and staff of 1139 in 2010. It is a profitable Micro Finance

Company but does not distribute dividends and so fails to attract commercial venture. It was the

first Micro Finance Company to receive investment from pedigree investor Vinod Khoshla of

Sun Micro Systems .The company works in a focused manner in the poorest areas of Bihar and

Uttar Pradesh charging very low interest without hidden charges. The management team of

Casphor is very talented under the guidance of Mr. David Gibbson the founder. The employees

are motivated as seen from the low attrition reports. Further the company has never defaulted on

any financial institutional credit so far. Above all, Cashpor is sincere, fair, transparent and ethical

with all its stakeholders – Employees, Clients, Investor, Bank, Regulator and the Indian

Microfinance Sector. In 2009 CRISIL ranked it as 8th

in the list of top 50Micro Finance

companies by loan amount outstanding. While MIX in 2009 ranked it as fourth in the world. Ala

Tom Cruise and Nichole Kidman in their film ―far and away” show that Cashpor has strictly

maintained its radius not giving in to temptations. It uses poverty measurement tool Casphor

housing index. It has built good relations with 36 banks and financial institutions .In 2011 Dr.

David Gibbson has received the Micro Finance India Award for contribution to the sector.

Equitas Private Limited Micro Finance India

Equitas Private Limited Micro Finance India 39a start up micro finance company in 2007 was

ranked the Top 2 in Indian companies by MIX in 2009 on basis of high quality financial data. It

has been provided with a3star rating for its financials .As per Mr. Chuck Waterfield (founder of

mftransparency.org,) Equitas is probably the only MFI in the world to declare their true

interest rate to their clients. It operates in Tamil Nadu and expects to spread to other states in

the south. Equitas created a ―Responsible Microfinance‖ model, which would address the issues

and challenges faced by this sector while being mindful of creating a workforce of ―Trustworthy

Employees.‖ Equitas though an unlisted privately owned company, the Managing Director from

inception of the company had decided to abide by regulations applicable to public listed

companies. Therefore the company has a strong Governance process with one third as

independent Directors. The Managing Director is very transparent and shares the details of his

compensation with employees. The Company has a robust risk management system which has

different mechanisms to check the quality of service provided to its customer base. There is a

Managing Committee with people from different heads meeting weekly to review performance.

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Repayment of loans is assured because of joint liability system .The Company has designed a

pricing policy based on philosophy of fairness. The company believes in charging the right

rates of interest rather than interest lower than market rate. The clients are mostly illiterate and

therefore the company ensures transparency by printing every transaction in the customer‘s

passbook. This includes the interest rate, reducing balance, Internal Rate of Return, and

administrative charges which most MFIs do not disclose to consumers. Equitas believes in

―Treat your employees the way you want them to treat your best customers” which has

given importance to quality of life. Equitas has industrial associations with Sadhan which

promotes the service to low income households; Equitas is the founder member of MFIN which

promotes financial inclusion goals and BWTP network to improve quality of life of the

members.

Janalakshmi Financial Services

Janalakshmi42 means People‘s wealth. It is a social business designed in a2 tier structure namely

i) for profit operating company NBFC and ii) Section 25 called Janalakshmi Social Services .

The NBFC serves urban undeserved with promoter stake held in not for profit entity. It is the

only NBFC so structured in India with deliberate interest in keeping the social spirit. The

company has 66 branches spread over 10 States - Punjab , Haryana , new Delhi , Uttar Pradesh ,

Madhya Pradesh ,Rajasthan ,Gujarat ,Maharashtra , Karnataka and Tamil nadu . Though it is a

Private Limited Company it has displayed details on its web. Grievance mechanism, internal

guidelines for corporate governance, Fair Practice Code, Auditors Report and Financials proving

to be very transparent . In March 2010, Janalakshmi also reportedly raised $10 million in a round

led by Treeline Asia Master Fund. Other investors included Narayan Ramachandran, former

country head of Morgan Stanley India, Bellwether Microfinance Fund, Lok Capital and the

Michael and Susan Dell Foundation. The Investors have faith in the Company as seen from the

Economic Times report of July 2012- ―In what is the second-largest risk capital investment in the

Indian microfinance sector in 2012, urban-focused micro-lender Janalakshmi Financial Services

has raised Rs 80 crore to complete a third round of financing. Bangalore-based microfinance

institution (MFI) Janalakshmi Financial Services has raised INR1.45 billion ($26.4 million) in a

Series C round of funding from a group of investors.‖

The capital comes in two tranches. The first, led by Citi Venture Capital International (CVCI), is

worth INR650 million and was completed in June 2011. The second, led by India Financial

Inclusion Fund and GAWA Microfinance Fund, contributed another INR800 million, closing last

month. CVCI and hedge fund Tree Line Asia Master Fund also participated in the second

tranche. Unitus Capital served as financial advisor for the transaction. As read in Micro Focus

July 2012 Eric Savage, Co-Founder & President of Unitus Capital has spoken very high of

Janalakshmi which has raised Rs.145 crores from top global investors . This is a signal of the

end of Indian Micro Finance catastrophe. The Internal guidelines for Corporate Governance

has the following objectives :i) Adoption of best corporate practices to increase the confidence of

investors and other stakeholders. ii) Ensure adherence with all the applicable statutory

regulations relating to Corporate Governance. Further the company has the following committees

–Audit Committee, Nomination Committee, and Asset Liability Management Committee. All

related party transactions are subject to Committee approval.

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Bandhan Financial Services38

Bandhan22 has showed itself as an example of new breed of firms has taken its place, raising

large amounts from private equity investors and issuing record amounts of new loans, while

signaling a way forward for the industry. It has attracted PE investors and is issuing new loans.

Bandhan received 135crores from International Finance Corporation35 private investment arm

of World Bank in September 2011. As per the views of Mr. Abhijit Ray co founder of Unitus

funds have been denied to Andra Pradesh because of the results of crisis. But the investors are

“now looking at fundamentals like strong corporate governance, operations, strong management,

rather than just profitability,‖ Bandhan is a perfect example of how crisis rose in West-Bengal

based institution to the top rung between March and December, 2011, Bandhan‘s loan portfolio

grew by 34 per cent. But Bandhan had been choosy in diluting equity stake, except for IFC and

SIDBI. It made a very smart move in May2010, just four months before the AP crisis, by

voluntarily slashing the lending rates by nearly five percentage points to 19.1 per cent from 24

per cent on a reducing balance. This brought Bandhan to the limelight when crisis hit the sector ,

Bandhan posted net profit of Rs 117 crore, compared to Rs 74 crore a year before. Bandhan had

not showed itself in list of 3 Top Micro Finance Companies in 2010, it was less than half of SKS

but in 2011 it has almost doubled that of SKS. Bandhan Chairman and Managing Director

Chandra Shekhar Ghosh38 told this correspondent, after announcing the IFC deal, that the

organisation had a fair presence in the tribal belts in West Bengal, Jharkhand, Chhattisgarh and

Madhya Pradesh. ―We will increase our outreach and recovery is good in these areas,‖ he said.

Indonesia had sought technical assistance from Bandhan for capacity-building at its own

microfinance institution MBK.As IFC was becoming their equity holder Bandhan would have to

further tone up its internal corporate governance.

Anjali Micro Finance

Anjali Micro Finance 37 is an NBFC registered with Reserve Bank of India a company promoted

by Mr. John Mayne with Leverage Capital Group and Mr.Jayaraj. The company has a

geographical spread over four states of Assam, West Bengal, Tripura and Bihar with around 17

branches and recording repayment rate of 98.32 percent covering portfolio of Rs.126667000.

The company has built a strong management team comprising of professionals with expertise in

the respective areas of operation. The management team has the experience of having managed

large organisations and can handle scale up very well. It aims at dual objective of serving poor

and providing handsome returns for investors. The management team , a conglomerate of

likeminded individuals from various spheres of expertise but guided by one common goal, has

drawn up the business plan which includes geographical expansion of branch network ,

innovative products , technology driven software solution and plans for attracting and retention

of talent . India needs “game changers „for microfinance. Anjali Microfinance proposes to

change the dynamics of the game and serve the country in its poverty alleviation endeavor.

The company is committed to building profitable and inclusive growth strategies geared to

doubting the income and assets of over one million poor people by 2015

In 2010 December it was recognized as pioneer in micro finance industry for transparency in

pricing awarded by mftransparency.org. The company has adopted a special process for

redressing member‘s grievance. The company has endorsed the Smart Campaign on client

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protection, avoiding over indebtedness, transparency in pricing, appropriate collection process,

ethical staff behaviour, mechanism for redress of grievance and privacy of client data. MIX has

awarded Silver as Social Performance Rating Award. The News on the Website of the company

flashes: one time settlement of Insurance claims, Anjali Initiative for Social Development has

started working for impacting underserved people, Employment generation for the youth through

Parivar Mitra, Corporate governance to create and measure impact, Govt. of India has entrusted

Anjali for SHG promotion at Tripura under NRLM, Signed MF Transparency Endorsement

Statement. This shows the transparency observed by the company.

Arman Financial Services Limited

Arman Financial Services Limited36 was incorporated as far back as 1992as Arman Lease

&Financial Pvt. Ltd. It is registered as an NBFC with RBI as Class A, deposit taking NBFC .It

mainly lends for two wheelers, auto rickshaws and micro finance loans. The Joint liability Group

model is being adopted and much focus is on Women borrowers. The Company believes in

conducting its affairs in a fair, transparent and professional manner and maintaining the

good ethical standard in its dealing with all its constituents. Corporate Governance is

followed, the policies include having professionals as Directors adopting practical policies and

effective systems and procedures subjecting business processes to Audits and checks measuring

upto required Standards. The directing force behind the company management is ―Tomorrow‗s

progress Today.‖ and baked by a culture of high technology and quality.‖ Further the company

believes ―to satisfy customer needs and retain leadership by delivering quality services through

continuous improvement by motivated employees.‖The company believes the philosophy that

―Corporate Governance is an important tool for shareholder protection and maximization of long

term values.‖Having 21branches which keep increasing as need arises. It is noted that Arman has

been attracting Foreign Investment interest. In 2011 November Arman got Rs. 15 Cr. Geert

Peetermans9 Chief Investment officer of Incofin Investment management states that they are

ready to assist Arman ―not only by this capital infusion but also technical assistance.‖The

company had been rated by ICRA at ―7‖ which was an indication of safe borrowing from the

bank. Moreover the company has been rated by M‘CRIL several times and has come out with

flying colours with „Alfa” an investment grade. The company concentrates in semi urban areas

and township. The company has a well constituted Board of 8members with 3 independent

Directors all well qualified and experienced. Growth is enabled by a good MIS, simple and

sound free control perspective and accounting. Professionals of Micro Finance are consulted to

review system, model, products and provide comprehensive guidance thereby transferring it to

effective Micro Finance service provider. Aditya Bhandari9 (Regional Director, Incofin South

Asia) stated. ―Arman is a solid company with an attractive business mix of secured and

unsecured products… a long standing positive track record and is now ready to leverage its

regional strengths for a strong business footing…We are delighted to join hands‖. Arman has

been appreciated as an ―upcoming leader‖. Eric Savage, Co-Founder & President of Unitus

Capital speaking of Arman said that ―It is one of the few MFIs in India listed on the BSE and

having the support of a global microfinance stalwart like Incofin; Arman is poised to shine in the

coming years.‖

FINDINGS The relation between corporate governance and organizational performance is of

fundamental importance. The specific detail that corporate governance requirements and

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practices differ in different parts of the world is conspicuous. Corporate Governance practices

exert great influence on the performance of the company. To survive in a competitive field the

organisation needs value based governance system. Effective corporate governance can be

achieved by adopting a set of principles and best practices Further it reduces perceived risks,

consequently reduces cost of capital; it also enables board of directors to take quick and better

decisions which ultimately improves bottom line of the Corporates. Companies which are having

good governance practices have good image among the investors and public as a whole. Three

areas of importance as revealed through research are responsibility management accountability,

strategic planning and policy-making, and Self-regulation. An effective corporate governance

system should provide mechanisms for regulating directors' duties in order to restrain them from

abusing their powers and to ensure that they act in the best interests of the company in its broad

sense. Higher impact is brought about by Linking of Directors compensation to risk and

responsibility. Good corporate governance results from a combination of legal framework and

voluntary commitment. Those selected to the board must have a high motivation to support the

social component of the MFI industry especially that of poverty alleviation. The Chairman

selected is to be a very skillful and talented person to conduct effective meetings Knowledge

spread and education of Corporate Governance to Board and staff is a must to ensure the context

of improving the overall corporate governance environment for microfinance. The CEO and

managing Director should be different and their roles specified so as to perform efficiently. Creating

and using Board Committees /sub committees for different aspects of work reflects the

management‘s efficiency of control. Global investors now stipulate that MFIs follow good

governance practices and binds the company with agreements to enforce the same so as to

implement client protection principles and good governance practices. Organizations however

can voluntarily take the initiative to adopt best practices. Codes of Conduct and whistle blower

policy have been introduced but there is a need to introduce ethical values and enhance integrity.

Representation of women members on Board was very low at 4.6% for the past four years

compared to countries like Canada, the US, the UK, Australia and Hong Kong, where the ratio of

women directors ranges between 8% and 15%. Good governance leads to good performance

and create a positive impact on corporate performance & National Economy. Corporate

Governance is an important tool for shareholder protection and maximization of long term

values. This improves confidence of third parties and creates brand reputation.

Reference

1. Accounting for Fonkoze‘s Earthquake Funding, A Special Brief on Fonkoze‘s

Earthquake Response, January 2011, http:// www .fonkoze.org /docs

/Accountability_Fonkoze_Final.pdf.

2. Barton, D., Coombes, P., & Wong, S. C-Y. (2004). Asia's governance challenge.

McKinsey Quarterly, 2, 54−61.

3. Chakrabarti, Rajesh; Megginson, William L.; Yadav, Pradeep K.,December8,

2007Corporate Governance in India Journal of applied corporate Finance &CFR

working paper, No. 08-02

4. Corporate Governance Beyond Letters –ICSI –December 2011-Taxman Publication

ISBN978-91-7194-979-3 ( Pg.1.12)

5. Corporate Governance: The new paradigm Charted Secretary October 1997.

6. Corporate Governance Reporting (Model Formats) by ICSI 2003

7. Dilip Kumar Sen2nd October 2003A Few Leaves Of Corporate Governance, The Hindu

Business Line

Page 19: strengthening corporate governance of mfis looms oppurtunities of

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Vol.1 (4), December (2012)

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123

8. Dinesh Unnikrishnan ,18th

june 2012 , Investors Want MFIs To Deliver On Social Goals,

Live Mint.com

9. Editorial Team Nov.28,2011ArmanFinancial Services gets 15Crore investment from

Incofin

10. Eric Bellman and Arlene Chang, ―India‘s Major Crisis in Micro lending‖ The Wall Street

Journal, October 28, 2010,

11. Global Advisors ,monthly Letter October302010

12. Goswami, O. (2002). Corporate governance in India. Taking action against corruption in

Asia and the Pacific (pp. 85−106). Manila, Philippines: Asian Development Bank.

13. htpp:www.economic times , indian times .com 2011-12-22/news/30546669 1, companies

bill-development authority bill-bjp-leaders.

14. International Finance Corporation, 2005.

15. INSEAD –KNOWLEDGE Measuring the effectiveness of corporate governance

16. Jitendra Shreemali& Dr.Harshita Shrimali, A Refereed Quarterly Journal Vol. 4, Issue 1,

Udaipur (Raj.) A Study of Corporate Governance Practices in Companies Across

Countries with a view to Identify Measures for Good Corporate Governance In India

17. Lessons from Commercial Micro Finance model in India www.moneylife.in

18. Manoj Kumar 8th

July 2012 U.N. Report Reuters Firms see India 3rd most-favoured

destination

19. MFI To Grow 25% Outside Andhra, Says Regulator Financial Express August 22,

2012

20. Morck, Randall K, Steier, Llyod, 2005, the Global History of Corporate Governance, an

Introduction, NBER Working Paper No 11062, January 2005

21. Namratha Acharya , March 2012 Business Standard A Brave New World Of

Microfinance.

22. Oscar Abello Program Coordinator, Global Programs, CIPE March30,2 011, Corporate

Governance, Scale, and Financial Inclusion .

23. Paramitta August 8,2011Needs of Corporate Governance, legal services india.com

24. PRISMS USAID NIGERIA, 16 December, 2005 Governance issues in Microfinance a

paper presented at the International Year of Micro Credit (IYMC) workshop.

25. Rachel Rock , Maria Otelo and Sonia Saltzman August ,1998Accion International

‗Principles and practice of Micro Finance Governance‘.(pg3-5)

26. R..Bandyopadhaya-Going beyond Corporate Governance

27. Ranjana Kumar 29 October, 2007), "Corporate Governance andEthics - Challenges and

Imperatives", No.007/VGL/070, Government of India, Central Vigilance Commission

28. Rafael La Porta, Florencio Lopez-de-Silanes, and Andrei Shleifer, 2006. ―What Works in

Securities Laws?‖ Journal of Finance 61, pp. 1-32.).

29. Ramesh Arunachalam November 29, 2011 , Dissecting the mechanics of growth in

Indian microfinance

30. Reuters, August 2, 2010, http://in.reuters.com/article/2010/08/02/idINIndia-

50571220100802)

31. http://www.investopedia.com/terms/c/ceo.asp#ixzz23nufJ32I

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124

32. Gary Hamel -Corporate Governance in Private Limited Companies ―Transparency is often just

as effective as a rigidly applied rule book and is usually more flexible and less expensive

to administer.‖

33. Uday Salunkhe Feb , 16, 2011 Evolution of corporate governance India-pg-737

34. M. Venkata Ramanaiah and C. Mangala Gowri Feb2012 /AJRBEM Vol2 Issue2 Business

ethics and corporate governance in India: Retrospect-pg-201.

35. Special Correspondent September 6, 2011,The Hindu IFC picks up stake in microfinance

outfit

36. www.armanindia.com

37. www.anjalimfi.com

38. www.bandhanmf.com

39. www.equitas.in

40. www.casphor.in

41. www.fokonze.org

42. www.janalkshmi.com

43. www.infosys.com Emerging trends in Micro Finance Industry

44. Prasanna Kumar Das Nov. 2011,Towards Corporate Governance of Micro Finance

institutions( MFIs ) in India ,SRM_KIT

45. Lokesh Kumar Singh Corporate Governance In The Indian Microfinance Sector

September 16, 2010 by Microfinance Africa

46. By Ulrich Steger, Peter Lorange, Fred Neubauer ,‖Mastering Global Corporte

Governance‖ Publishers: John Wiley & Sons, Ltd.ISBN: 9780470090411

47. Roy Mersland and Reidar Øystein Strøm may 2007, Agder University, Norway

―Performance and corporate governance in microfinance institutions‖

48. www.nfcgindia.org/corporate governance report Corporate Governnce review of Practice

2007pg-19

49. Dinnesh Unnikrishnan 23,April 2012,Addresscompensation package ,governance issues

,MFIs told

50. PTI report in Economic Times dated 28th

August 2012,Law should draw line between

independent Directors and Executive Directors Report

51. Christian Leuz, Karl V Lins and Francis E Warnock. Review of Financial Studies,

August 2009. ―Do Foreigners Invest Less in Poorly Governed Firms?‖

52. Fredrick Lipman and Keith Lipman October, 2006-Why is Corporate Governance

Important .