1. Faculty of Management Studies Maharshi Dayanand Saraswati University, Ajmer A Presentation on CORPORATE GOVERNANCE Presented by: AnusuyaMehra Harmeet Singh Manish Sharma RajkumarRanwa Roopal Jain VijayMundel Presented in class of: Dr. Ashish Pareek

2. Meaning of corporate governance Corporate governance is the way, a company manages itself in order to ensure fair and equitable returns to all shareholders and other financial stakeholders. The Cadbury Committee report defines it as “the system by which companies are directed and controlled. Corporate governance is the process where by people in power direct, monitor and lead corporation, and thereby either create, modify or destroy the structure and system and under which they operate.

3. Definition Corporate Governance may be defined as a set of systems, processes and principles which ensure that a company is governed in the best interest of all stakeholders. It is the system by which companies are directed and controlled. It is about promoting corporate fairness, transparency and accountability. In other words, 'good corporate governance' is simply 'good business'

5. Transparency

6. Accountability

7. Efficiency & effectiveness

9. Concept The concept of corporate governance primarily hinges on complete transparency, integrity and accountability of management. The concept of good corporate governance connotes that ethics as important as economics ,fair play as crucial as financial success , morals as vital as market share.

10. PRINCIPLES :- Right and equitable treatment of shareholder Interests of other stakeholder Role and responsibilities of the board Integrity and ethical behavior Disclosure and transparency

13. Caring for shareholder interestsBoard of Directors

14. Board of Directors Members: Inside directors “Management directors” Officers or executives employed by corporation Outside directors “Non-management directors” May be executives of other firms but not employed by board’s corporation

15. Board Responsibilities Monitor and evaluate corporate performance. Monitor and evaluate corporate strategy. Determine executive compensation. Evaluate senior management performance. Communicate with share holders. Evaluate board performance. Manage Executive Director/CEO succession.

16. Reasons for growing demand for corporate governance Economic reforms that allowed the growth of free enterprise and freed private investment opportunities. The growing awareness of investors and investors group of their rights. Exposures of domestic private and public sector companies to greater domestic and foreign competition ,which has multiplied choices for consumers and compelled increases in efficiency. The consequential changes in the shareholding pattern of private and public sector companies.

17. Reasons for growing demand for corporate governance continue… The growing importance of institutional investors and public financial institutions, gradually asserting and transforming themselves in their new role as active shareholders rather than as lenders. The stock exchanges becoming increasingly conscious of their roles as self regulatory organizations and exploring the possibility of using the listing agreement as a tool for raising the standard of corporate governance.

18. Measures to improve Corporate Conduct The measures that were suggested for improving corporate conduct included: Improving financial disclosure norms. Making relevant nonfinancial disclosure mandatory. Making the management more accountable towards fulfilling its responsibility to society at large. Changing the composition and functioning of company boards with greater proportion of competent non executive director. Suggesting ways of effective involvement of institutional investors in the management and conduct of the affair of a company. Facilitating free play of market forces in securing a change of management.

19. Code of Conduct for corporate governance… SEBI prescribes that there should be a conduct for board of directors. While drafting the code of conduct for corporate governance for the entire corporate sector following aspects can be kept in view: Prescribing of ethical values which are universally acceptable. Ensuring transparency in functioning. Encouraging discipline. Avoiding conflict of interest. Respecting one another. Loyalty to the organization. Providing motivation. Providing of requisite incentives for efficient and effective functioning.

20. Importance of Corporate Governance Shapes the growth and future of capital market & economy. Instrument of investor’s protection. Protecting the interest of Shareholders and all other stakeholder. Contributes to the efficiency of the business enterprise. Creation of wealth. Enables firm to compete internationally in sustained way. Keeps an eye on the issues of insider training.

21. Pre Requisites…… A proper system, consisting of clearly defined an adequate structure of roles, authority and responsibility. Vision, principles and norms which indicate development path, guidelines and norms for performance. A proper system for guiding, monitoring, reporting and controlling.

23. Transparency

24. Accountability

26. The search for a new approach to corporate governance… It resulted in the setting up of the: Teadway commission (USA):- It placed great emphasis on the composition and functioning of Board of Directors. The committee report published in October, 1987. Cadbury Committee (UK):- It examined the issue of corporate governance from the point of view of share holder of a company. The committee report published in December, 1992. King Committee (South Africa):- It was setup to develop a code of ethics for business enterprises. The committee report published in November, 1994.

27. Kumar Mangalam Birla Committee 1999 A committee was set up by SEBI under the Chairmanship of Kumar Mangalam Birla to promote and raise standards of corporate governance. The committee in its report observed that “the strong Corporate Governance if indispensable to resilient and vibrant capital markets and is an important instrument of investor protection. It is the blood that fills the veins of transparent corporate disclosure and high quality accounting practices. It is the muscle that moves a viable and accessible financial reporting structure.”

29. It is sufficient to have compulsory rotation of audit partners in every five years.

31. Recommendations Disclosure of accounting treatment Audit qualification Risk management – board disclosure Training of board members Use of proceeds of IPO Written code of conduct for executive management Nominee directors-exclusive of nominee directors from the definition of independent director Internal policy on access to audit committees

32. Corporate governance and some Indian organisation Tata group chairman , Ratan Tata, bagged the “Corporate governance” award for the year 2001-02 instituted by the government of India. ICRA assigned an SVG1 rating to the stakeholders value creation and governance practices of Wipro in 2004. Wipro is the first company to be assigned the highest SVG1 rating by ICRA.

33. Example of corporate governance Satyam scandal in 2009…………….

34. ... Thank you