 Submitted to Prepare by.
 Anupama Goswami Gediya Rakesh
Gumasana Bakul
Kabariya Nirav
K.K Parekh institute of managemen...
Corporate Governance is concerned with holding
the balance between economic and social goals
and between individual and c...
◦ In December 1995, CII set up a task force to design a voluntary code of
corporate governance
◦ The final draft of this c...
 Following CII and SEBI, the Department of Company Affairs
(DCA) modified the Companies Act, 1956 to incorporate
specific...
 To conflict of interest particular those b/w manager
and shareholders.
 To assets of the company are used efficiently a...
 To exercise effective control on corporate affairs
by the board at all times.
 To promote business development.
 To im...
 Corporate Governance Committee:
 Every publicly owned corporation should have a
committee that addresses corporate gove...
 Quality of Corporate Governance and Firm
Performance:
 corporate governance creates a framework of goals
and policies t...
 Good Board practices
 Control Environment
 Protect to Shareholder interest
 Transparency and disclose
 Integrity and ethical behaviour Promote the
trust of investors
 Rights and equitable treatment of
shareholders.
 Integ...
 Internal control procedures and internal
auditors.
 Balance of power.
 External corporate governance controls.
 Corporate Governance and its impact on the
performance of a firm, the better corporate
governance leads to better corpor...
 Corporate governance purposeful and strategic
direction and to manage the company.
 Corporate governance ensures compli...
 The need for corporate governance arises because of
the separation of management and ownership in the
modern corporation...
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Be&cg final presentation1

  1. 1.  Submitted to Prepare by.  Anupama Goswami Gediya Rakesh Gumasana Bakul Kabariya Nirav K.K Parekh institute of management studies-Amreli
  2. 2. Corporate Governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The corporate governance framework 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 - Sir Adrian Cadbury
  3. 3. ◦ In December 1995, CII set up a task force to design a voluntary code of corporate governance ◦ The final draft of this code was widely circulated in 1997 ◦ In April 1998, the code was released. It was called Desirable Corporate Governance: A Code ◦ Between 1998 and 2000, over 25 leading companies voluntarily followed the code: Bajaj Auto, Hindalco, Infosys, Dr. Reddy’s Laboratories, Nicholas Piramal, Bharat Forge, BSES, HDFC, ICICI and many others
  4. 4.  Following CII and SEBI, the Department of Company Affairs (DCA) modified the Companies Act, 1956 to incorporate specific corporate governance provisions regarding independent directors and audit committees  In 2001-02, certain accounting standards were modified to further improve financial disclosures. These were: ◦ Disclosure of related party transactions ◦ Disclosure of segment income: revenues, profits and capital employed ◦ Deferred tax liabilities or assets ◦ Consolidation of accounts  Initiatives are being taken to (i) account for ESOPs, (ii) further increase disclosures, and (iii) put in place systems that can further strengthen auditors’ independence
  5. 5.  To conflict of interest particular those b/w manager and shareholders.  To assets of the company are used efficiently and in the best interest of its investors and other shareholder.  To create a trust in the corporate and in its abilities.
  6. 6.  To exercise effective control on corporate affairs by the board at all times.  To promote business development.  To improve the efficiency of the capital markets.  To enhance the effectiveness in the service of the real economy.  To promote a healthy environment for the long term investment.
  7. 7.  Corporate Governance Committee:  Every publicly owned corporation should have a committee that addresses corporate governance issues.  A corporate governance committee performs the core function of recommending nominees to the board. The committee also recommends directors for appointment to committees of the board.
  8. 8.  Quality of Corporate Governance and Firm Performance:  corporate governance creates a framework of goals and policies to guide an organization’s progress and forms a foundation for assessing board and management performance.  There is strong evidence to suggest that corporate performance and to an extent economic stability, is directly impacted by the quality of corporate governance.
  9. 9.  Good Board practices  Control Environment  Protect to Shareholder interest  Transparency and disclose
  10. 10.  Integrity and ethical behaviour Promote the trust of investors  Rights and equitable treatment of shareholders.  Integrity and ethical behaviour
  11. 11.  Internal control procedures and internal auditors.  Balance of power.  External corporate governance controls.
  12. 12.  Corporate Governance and its impact on the performance of a firm, the better corporate governance leads to better corporate performance.  Good governance means little expropriation of corporate resources by managers or controlling shareholders, which contributes to better allocation of resources and better performance.
  13. 13.  Corporate governance purposeful and strategic direction and to manage the company.  Corporate governance ensures compliance with the memorandum and Articles of Association of the company.  To act at all times, in the best interests of the company, including shareholders, employees and other stakeholders.
  14. 14.  The need for corporate governance arises because of the separation of management and ownership in the modern corporation. In practice, the interest of those who have effective control over a firm can differ from the interests of those who supply the firm with external finance.  Effective corporate governance requires a clear understanding of the respective roles of the board and of senior management and their relationships with others in the corporate structure.

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