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Corporate governance


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Corporate governance

  1. 1. CORPORATE GOVERNANCE Presented By:- Shubhamveer Singh (mb15) Saurabh Pratap Rao (mb43) Jai Prakash Kushwaha(mb57) Ankur Jaiswal (mb70)
  2. 2. Corporate Governance  Corporate Governance is the application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.  Conduct of business in accordance with shareholders desires (maximising wealth) while confirming to the basic rules of the society embodied in the Law and Local Customs
  3. 3. Corporate Governance  Relationships among various participants in determining the direction and performance of a corporation.  Effective management of relationships among – Shareholders – Managers – Board of directors – employees – Customers – Creditors – Suppliers – community
  4. 4. Why Corporate Governance?  Better access to external finance  Lower costs of capital – interest rates on loans  Improved company performance – sustainability  Higher firm valuation and share performance  Reduced risk of corporate crisis and scandals
  5. 5. Principles of Corporate Governance  Sustainable development of all stake holders- to ensure growth of all individuals associated with or effected by the enterprise on sustainable basis  Effective management and distribution of wealth – to ensue that enterprise creates maximum wealth and judiciously uses the wealth so created for providing maximum benefits to all stake holders and enhancing its wealth creation capabilities to maintain sustainability
  6. 6.  Discharge of social responsibility- to ensure that enterprise is acceptable to the society in which it is functioning  Application of best management practices- to ensure excellence in functioning of enterprise and optimum creation of wealth on sustainable basis  Compliance of law in letter & spirit- to ensure value enhancement for all stakeholders guaranteed by the law for maintaining socio-economic balance  Adherence to ethical standards- to ensure integrity, transparency, independence and accountability in dealings with all stakeholders
  7. 7. Four Pillars of Corporate Governance  Accountability  Fairness  Transparency  Independence
  8. 8. Accountability  Ensure that management is accountable to the Board  Ensure that the Board is accountable to shareholders
  9. 9. Fairness  Protect Shareholders rights  Treat all shareholders including minorities, equitably  Provide effective redress for violations
  10. 10. Transparency Ensure timely, accurate disclosure on all material matters, including the financial situation, performance, ownership and corporate governance
  11. 11. Independence  Procedures and structures are in place so as to minimise, or avoid completely conflicts of interest  Independent Directors and Advisers i.e. free from the influence of others
  12. 12. Elements of Corporate Governance  Good Board practices  Control Environment  Transparent disclosure  Well-defined shareholder rights  Board commitment
  13. 13. Good Board Practices  Clearly defined roles and authorities  Duties and responsibilities of Directors understood  Board is well structured  Appropriate composition and mix of skills
  14. 14. Good Board procedures  Appropriate Board procedures  Director Remuneration in line with best practice  Board self-evaluation and training conducted
  15. 15. Control Environment  Internal control procedures  Risk management framework present  Disaster recovery systems in place  Media management techniques in use
  16. 16. Control Environment  Business continuity procedures in place  Independent external auditor conducts audits  Independent audit committee established
  17. 17. Control Environment  Internal Audit Function  Management Information systems established  Compliance Function established
  18. 18. Transparent Disclosure  Financial Information disclosed  Non-Financial Information disclosed  Financials prepared according to International Financial Reporting Standards (IFRS)
  19. 19. Transparent Disclosure  Companies Registry filings up to date  High-Quality annual report published  Web-based disclosure
  20. 20. Well-Defined Shareholder Rights  Minority shareholder rights formalised  Well-organised shareholder meetings conducted  Policy on related party transactions
  21. 21. Well-Defined Shareholder Rights  Policy on extraordinary transactions  Clearly defined and explicit dividend policy
  22. 22. Board Commitment  The Board discusses corporate governance issues and has created a corporate governance committee  The company has a corporate governance champion  A corporate governance improvement plan has been created  Appropriate resources are committed to corporate governance initiatives
  23. 23. Board Commitment  Policies and procedures have been formalised and distributed to relevant staff  A corporate governance code has been developed  A code of ethics has been developed  The company is recognised as a corporate governance leader
  24. 24. Other Entities  Corporate Governance applies to all types of organisations not just companies in the private sector but also in the not for profit and public sectors  Examples are NGOs, schools, hospitals, pension funds, state-owned enterprises
  25. 25. Corporate governance in India  The Indian corporate scenario was more or less stagnant till the early 90s.  The position and goals of the Indian corporate sector has changed a lot after the liberalisation of 90s.  India’s economic reform programme made a steady progress in 1994.  India with its 20 million shareholders, is one of the largest emerging markets in terms of the market capitalization.
  26. 26. Corporate governance of India has undergone a paradigm shift  In 1996, Confederation of Indian Industry (CII), took a special initiative on Corporate Governance.  The objective was to develop and promote a code for corporate governance to be adopted and followed by Indian companies, be these in the Private Sector, the Public Sector, Banks or Financial Institutions, all of which are corporate entities.  This initiative by CII flowed from public concerns regarding the protection of investor interest, especially the small investor, the promotion of transparency within business and industry
  27. 27. Securities and Exchange Board of India  The Government of India's securities watchdog, the Securities Board of India, announced strict corporate governance norms for publicly listed companies in India.  The Indian Economy was liberalised in 1991. In order to achieve the full potential of liberalisation and enable the Indian Stock Market to attract huge investments from foreign institutional investors (FIIs), it was necessary to introduce a series of stock market reforms.  SEBI, established in 1988 and became a fully autonomous body by the year 1992 with defined
  28. 28. SEBI  On April 12, 1988, the Securities and Exchange     Board of India (SEBI)was established with a dual objective of protecting the rights of small investors and regulating and developing the stock markets in India. In 1992, the ‘BSE’ ,the leading stock exchange in India, witnessed the first major scam masterminded by Harshad Mehta. Analysts felt that if more powers had been given to SEBI,the scam would not have happened. •As a result the ‘GoI’ brought in a separate legislation by the name of ‘SEBI Act 1992’and conferred statutory powers to it. Since then, SEBI had introduced several stock
  29. 29. SEBI and Clause 49  SEBI asked Indian firms above a certain size to implement Clause 49, a regulation that strengthens the role of independent directors serving on corporate boards.  On August 26, 2003, SEBI announced an amended Clause 49 of the listing agreement which every public company listed on an Indian stock exchange is required to sign. The amended clauses come into immediate effect for companies seeking a new listing.
  30. 30. The major changes to Clause 49…  Independent Directors:- 1/3 to ½depending whether the chairman of the board is a nonexecutive or executive position.  Non-Executive Directors:- The total term of office of non-executive directors is now limited to three terms of three years each.  Board of Directors:- The board is required to frame a code of conduct for all board members and senior management and each of them have to annually affirm compliance with the code.
  31. 31.  Audit Committee:- Financial statements and the draft • • • • • • audit report of management discussion and analysis of… Financial condition Result of operations of compliance with laws Risk management letters Letters of weaknesses in internal controls issued by statutory Internal auditors Removal and terms of remuneration of the chief internal auditor  Whistleblower Policy :- This policy has to be communicated to all employees and whistleblowers should be protected from unfair treatment and termination.  Subsidiary Companies:- 50% non-executive directors & 1/3 & ½independent directors depending on whether the chairman is non-executive or executive.
  32. 32. Conclusion  As Indian companies compete globally for access to capital markets, many are finding that the ability to benchmark against world-class organizations is essential.  For a long time, India was a managed, protected economy with the corporate sector operating in an insular fashion.  But as restrictions have eased, Indian corporations are emerging on the world stage and discovering that the old ways of doing business are no longer sufficient in such a fast-paced global environment.
  33. 33. Thank You