1. CONCLUSSION:
Employee satisfaction is nil, superiority behaviour of the managers is high,
Unlike the leadership of other organization board’s structure which have formal
communication in the hierarchy, Deloitte lacks that as it is widely spread all over the
globe with out proper governance and the governing body (Discussed above). The
issues which are discussed above clearly shows the communication lack and
monarchical behaviour of the board in the respective countries with out passing the
situations aroused in the proper time to the parent company DTTL.
According to the sources if a situation is put to the global board i.e. DTTL by their
subsidiary boards it takes ages to get a reply; this is simply because each of the
global board members are again a board director or members in their own
subsidiaries, which shows negligent attitude.
The clients of Deloitte globally has come to a conclusion that It is for their safe side
DTTL have created these subsidiaries called Deloitte tax Limited, Deloitte Consulting
Limited, Deloitte Financial advisory Limited etc, in every country to perform their
illegal activities (Falsifying the reports of the clients if requested, demand huge
money for doing it so etc) undercover and cover themselves if they are caught for
any reason. As per the current status lot of their clients have already cancelled their
contracts with the auditing firm and opted its competitors who are Trustworthy and
performing lot more than “Deloitte”.
Major corporate gov issues-
What is the Board’s role in preparing for a potential crisis?
How do you address activist shareholder concerns without setting a precedent for
greater shareholder control?
Ans : it depends on the circumstances
What do Directors need to know about the Dodd-Frank Act?
Corporate governance has been a hot topic in the business world for centuries, even
though the term itself is quite new.
Nothing new about corporate governance except the phrase ‘corporate governance’

2. - Shakesspeare Merchant of Venice Act 1 SC 1
Merchant Antonio: In sooth, I know not why I am so sad. It wearies me, you say it
wearies you, but how I caught it, found it or came by it I know not.
Salerio: Your mind is tossing on the ocean, there where your argosies, with portly
sail,do overpeer the petty ships….
Three levels of Company Responsibility (spectrum of Governance – CSR)
1 Material obligation to shareholders,employees,customers,suppliers and creditors, to
pay taxes and meet statutory duties
2 Responsibilities arising out of actions of companies in carrying out their primary
task and includes making the most of communities human resources and avoiding
environmental damage etc.
3 Society’s priorities over company’s commercial interests
Source: The Company Chairman, Sir Adam Cadbury, Page 149
Relationship of the company with various shareholders,
Corporate Governance is based on ethics…. Not morals-
Ethics as a residing in relationships. They are visible, negotiated commitments and
behaviour between the parties involved. Individuals and entities accountable to certain
“others” in a covert way.
Morals as privatized, individually arrived norms that are based on axioms that the
individual wishes to base his or her morality upon. Accountability to others in a
general, non particular overt sense.
Understanding Corporate Governance requires understanding of what a corporation
is-
Corporation is body of persons granted a charter legally recognizing them as a separate
entity having its own rights, privileges, and liabilities distinct from those of its members
(Heritage Dictionary)
“A corporation is an artificial being, invisible, intangible, existing only in the contemplation
of law” (John Marshall, Former US Chief Justice)
A corporation is a congregation of various stakeholders, namely, customers, employees,
investors, vendor partners, government and society. A corporation should be fair and
transparent to its stakeholders in all its transactions. This has become imperative in today’s
globalized business world where corporations need to access global pools of capital, need
to attract and retain the best human capital from various parts of the world, need to
partner with vendors on mega collaborations and need to live in harmony with the
community. Unless a corporation embraces and demonstrates ethical conduct, it will not be
able to succeed.

3. Why should it exist:
To provide outlet for satisfaction of human drives,
corporate form is another form of social structure which brings together resources
(financial and other)
Return of resources and fulfilment of objectives
No boundaries of space or time, corporate is flexible precisely because it is able to
take risks, corporate is a form of translating enterprise risk to the society
As a source of job, as a means to exercise and hone one’s skills as an employee, as a
creator of brands
(monks and minnow)
Three key players In corporate governance
Shareholders (Responsible ownership)
Board (Responsible Monitoring)
Management (Performance)
Different types of shareholders:
Bank trusts
Mutual funds
Insurance companies
Foundations/universities
Pension plans
Small shareholders
Right managers should be rewarded.
Researches about shareholders activism ..
(Joint decisions of shareholders and management, should listem to the shareholders
rather making own decisions, better decisions jointly)
Gordon groups research – when there was active investing in the US equity market
when shareholders were more active it was found that the performance of the
company’s was higher
Short term America A research by Michel Jacob – issue of shareholder activism, if the
shareholders are wiling to see the short or the long run or wiling to hold the shares it
is found that the company’s were performing better.
Michel porter’s council of competitiveness report point to the fact that if there is
shareholder activism it will be good to the company and the owners of creating this
activism lies not only with the shareholder but also with the board of directors and the
managers of the company.
BOD-
Committees-
Audit committee
Compensation committee

4. Nomination committee
Governance committee
Listing agreements with stock exchanges
Management issues controversial practices:
Reissuing stock options when stock price is below the option price
Awarding huge option grants even with slight share price increases which are below
average market gains.
A corporation is a congregation of various stakeholders, namely, customers, employees,
investors, vendor partners, government and society. A corporation should be fair and
transparent to its stakeholders in all its transactions. This has become imperative in today’s
globalized business world where corporations need to access global pools of capital, need
to attract and retain the best human capital from various parts of the world, need to
partner with vendors on mega collaborations and need to live in harmony with the
community. Unless a corporation embraces and demonstrates ethical conduct, it will not be
able to succeed.
Corporate governance is the set of processes, customs, policies, laws, and institutions
affecting the way a corporation or company is directed, administered or controlled.
Corporate governance also includes the relationships among the many stakeholders involved
and the goals for which the corporation is governed.
Corporate Governance is the system by which companies are directed and managed. It
influences how the objectives of the company are set and achieved, how risk is monitored
and assessed and how performance is optimized. Sound Corporate Governance is,
therefore, critical to enhance and retain investor’s trust.
The present paper aims at reviewing the various
developments in Corporate Governance in India. Corporate
Governance has gained a lot of importance and momentum the world
over. The objective of any corporate governance system is to
simultaneously improve corporate performance and accountability as
a means of attracting financial and human resources on the best
possible terms and of preventing corporate failure. In short Corporate
Governance is about promoting corporate fairness, transparency and
Link agency theory to Sainsbury building its own brand by keeping their suppliers
and farmers aside n buying them for very cheap price n maintaining huge price on the
products when compared to there competitors.

5. Sainsbury is a Plc, which means that ownership of the company is divided up between all the
shareholders and the decisions are made by the board of directors with the shareholders best
interests in mind. This is usually profit maximization, since each shareholder gets a proportion
of the profits, relative to their share size, called dividends, at the end of each year.
The company, which generates its shareholders the most dividends, is likely to attract the
most potential shareholders and keep most of its shareholders, which will generate capital for
the company. Therefore, it is important to keep the shareholders satisfied since they generate
capital for the company, this has to be done with regard for other stakeholders, for example if
Sainsbury reduced prices shareholders would be displeased since, less profit would be made
leading to lower dividend
http://www.markedbyteachers.com/as-and-a-level/business-studies/sainsbury-s-
stakeholders-and-their-job-roles.html
Ethics & compliance
A factor often cited in governance failures is a poor “tone at the top.” Beyond overseeing and asking the
right questions of management regarding an organisation’s ethics and compliance efforts, what is the
role of the board in building an ethical culture? Building a culture of ethics and compliance within an
organisation is a business imperative. From the boardroom to the mailroom, everyone should adhere to
the same standards. The director’s role in oversight of an organisation’s ethics and compliance program
is important to its success. An effective ethics and compliance program requires senior management
involvement, organisation-wide commitment, an effective communications system, and an ongoing
monitoring system.
Board evaluation
In order to ensure that the roles and responsibilities of the Board of Directors are effectively performed,
it is recommended that the organization should conduct board evaluation on a regular basis. There are
various evaluation approaches and each board should apply a process that best meets its needs.
Beyond the traditional use of questionnaires (self and peer rating techniques), organizations may
develop metrics for performance (inputs and outcomes) or commission an independent review that
includes detailed interviews of directors and senior management. In addition, it is now common practice
to evaluate the performance of individual board members. It is also useful to consider whether those
sitting on the board have the skills and expertise appropriate to the organisation.