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1
A REPORT ON
COMPONENTS OF GOOD CORPORATE GOVERNANCE
Submitted By:-
RAM KRISHNA TIWARI
MFC 2ND
SEMESTER
Roll no. 23
A Lit...
2
Acknowledgement
I would like to express my deepest appreciation to all those who provided me the possibility to
complete...
3
ABBREVIATION
& and
A/C Account
BAFIA Banking and Financial Institution Act
CG Corporate Governance
FY Fiscal Year
ICAAP ...
4
Table of Contents
CHAPTER:-I...............................................................................................
1
CHAPTER:-I
INTRODUCTION
The History of Corporate Governance
“Corporate governance” first came into vogue in the 1970s in...
2
between the Council, executive body, shareholders and other associated parties (employees,
partners, creditors, local au...
3
Basic Principles and Objectives of Corporate Governance
The basic principles:
• People are more important than the proce...
4
CHAPTER-II
PRESENTATION AND ANALYSIS OF INFORMATION
Causes Behind Development of the Concept
The Corporate Governance is...
5
Actors of Corporate Governance
The Corporate Governance refers to the balanced relationship that exists between the diff...
6
Purpose of OECD Principles
The Codes of best practice of Good Corporate Governance is the outcome of the companies who
a...
7
The Board of Directors
The selection, compensation and evaluation of a well qualified and ethical CEO is the single
most...
8
iii. Internal controls.
iv. Codes of conduct.
Audit Committee
Every publicly owned corporation should have an audit comm...
9
Corporate Compliance
The Board should ensure that the corporation complies with all relevant laws, regulations,
governan...
10
Nepalese Context
In the support of World Bank, the Financial Sector Reformation Project is started in 2002. Then,
Nepal...
11
Board and Auditing Standards Board under the umbrella of the Institute of Chartered
Accountant, Nepal, Act.
NRB circula...
12
In case of the staff management subcommittee, it should include the audit department chief as
member and human resource...
13
Chapter-III
Conclusion
Company/corporation is a legal person who has no minds and hands, therefore; are run by natural
...
14
References
Athavale, Mahesh, A. (ed.by) Corporate Governance: Modules of Best Practices (4th ed.)
ICSI, New Delhi (2006...
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Components of a good corporate governance - A full report

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Components of a good corporate governance - A full report

  1. 1. 1 A REPORT ON COMPONENTS OF GOOD CORPORATE GOVERNANCE Submitted By:- RAM KRISHNA TIWARI MFC 2ND SEMESTER Roll no. 23 A Literatures Review Report Submitted to:- Rishi Chapagai Lecturer SOMTU In the partial fulfillment of Requirements for the INTERNAL EVALUATION Corporate Governance January, 2015
  2. 2. 2 Acknowledgement I would like to express my deepest appreciation to all those who provided me the possibility to complete this report. A special gratitude I give to our Second Semester Corporate Governance facilitator, Mr. Rishi Chapagai, whose contribution in stimulating suggestions and encouragement, helped me to coordinate my project especially in writing this report. Furthermore I would also like to acknowledge with much appreciation the crucial role of the friends of SOMTU, who gave the valuable knowledge and the necessary materials to complete the task. A special thanks goes to my friend, OM Prakash Bhandari, who help me to assemble the parts and gave suggestion about the task. I have to appreciate the guidance given by other supervisor as well as the panels especially in my project presentation that has improved my writing skills thanks to their comment and advices. Ram Krishna Tiwari SOMTU Kirtipur, Kathmandu
  3. 3. 3 ABBREVIATION & and A/C Account BAFIA Banking and Financial Institution Act CG Corporate Governance FY Fiscal Year ICAAP Internal Capital Adequacy Assessment Process I.e. That is NEPSE Nepal Stock Exchange NG Nepal Government No. Number NRB Nepal Rastra Bank OECD Organization for Economic Co-operation and Development S.N. Serial Number SEBON Security Board of Nepal
  4. 4. 4 Table of Contents CHAPTER:-I.....................................................................................................................................1 INTRODUCTION.............................................................................................................................1 The History of Corporate Governance............................................................................................1 Introduction...................................................................................................................................1 Objectives of study ........................................................................................................................2 Limitation of Study........................................................................................................................2 Research Methodology ..................................................................................................................2 Basic Principles and Objectives of Corporate Governance .............................................................3 The basic principles: ..................................................................................................................3 Main Objectives:........................................................................................................................3 CHAPTER-II ....................................................................................................................................4 PRESENTATION AND ANALYSIS OF INFORMATION ..............................................................4 Causes Behind Development of the Concept ..................................................................................4 Models of Corporate Governance ..................................................................................................4 Actors of Corporate Governance....................................................................................................5 The Key to Good Corporate Governance .......................................................................................5 OECD Principles on Corporate Governance...................................................................................5 Purpose of OECD Principles..........................................................................................................6 Six Principles of OECD on the Corporate Governance ...............................................................6 Key corporate actors ......................................................................................................................6 The Board of Directors...............................................................................................................7 The CEO and Management ........................................................................................................7 Audit Committee........................................................................................................................8 Corporate Governance Committee..............................................................................................8 Corporate Compliance................................................................................................................9 Nepalese Context.........................................................................................................................10 NRB circular to promote good corporate governance in BFIs ...................................................11 Chapter-III ......................................................................................................................................13 Conclusion ......................................................................................................................................13 References.......................................................................................................................................14
  5. 5. 1 CHAPTER:-I INTRODUCTION The History of Corporate Governance “Corporate governance” first came into vogue in the 1970s in the United States. Within 45 years corporate governance had become the subject of debate worldwide by academics, regulators, executives and investors. This paper traces developments occurring since 1970, by which point “corporate governance” was well-entrenched as academic and regulatory shorthand. The paper concludes by reviewing articles and; literatures briefly recent developments and by maintaining that analysis of the inter-relationship between directors, executives and shareholders of publicly traded companies is likely to be conducted through the conceptual prism of corporate governance for the foreseeable future. In Nepal, in the support of World Bank, the Financial Sector Reformation Project is started in 2002. Then, Nepal Rastra Bank Act-2058, Bank and Financial Institutions Act-2063 and Company Act-2063 are enforced. That has fully empowered Nepal Rastra Bank with the power relating to licensing, supervising and regulating Nepal’s all Bank and Financial Institutions, except cooperative organizations, Employee Provident Fund and Citizens Investment Fund. The Nepal Rastra Bank Act-2058 has, in this regard, laid down the basic legal and operational propositions by which it can be run as an independent and autonomous central banking organization. The Bank and Financial Institutions Act -2063 has made the Nepal Rastra Bank more powerful. It has repealed five statutory laws and the powers are lain down in the single Umbrella Act for the purpose of improving the Nepal Rastra Bank as a central bank of Nepal. The Company Act-2063 has emphasized on Good Corporate Governance among its major Characteristics. (Brian R. Cheffins) Introduction The phrase “corporate governance” describes “the framework of rules, relationships, systems and processes within and by which authority is exercised and controlled within corporations. It encompasses the mechanisms by which companies, and those in control, are held to account.”Good corporate governance promotes investor confidence. (Australian Stock Exchange) A good system of corporate governance represents the key element for the improvement of economic efficiency. Corporate governance represents the system by which a corporation is managed and controlled. International standards pay high attention to the corporate governance. In accordance with OECD principles for corporations’ management, corporate governance implies a set of relations
  6. 6. 2 between the Council, executive body, shareholders and other associated parties (employees, partners, creditors, local authorities etc.) of the company. The strategic investors will evaluate the observance of the corporate governance norms as part of their measures for protection of stockholders rights and against risks according to the accepted general norms in a particular country. That is why, the Corporate Governance in a corporate organization is principally rule based, simple, moral, accountable, responsible and transparent, and has to be focused on the protection of interest of investors, company itself and the public at large. It is the duty of the board of directors of a company. Thus, the Corporate Governance--- - Checks direct extraction from the company of excessive benefits by management, e.g. drawing large salaries, pension, share options, use of company assets (vehicles, apartments), etc. - Checks the manipulation of the share price by misrepresenting the company's profitability, usually so that shares in the company can be sold or options 'cashed in'. - Minimizes the contingent risk of the company, controls unfair conduct of the officials and maintains sustainability of the business. (Kalika, Satya Narayan) Objectives of study To find out components of Good Corporate Governance, the specified objectives of this study are as follow. a. To find out meaning of Corporate Governance. b. To know the components of CG. c. To find out current position of CG in Nepal. d. To find out principles of CG. e. To find out the other areas and scope of CG. f. To find out the benefits of CG. Limitation of Study This report is about components of Good Corporate Governance. The information available on the other published articles was limited because it depends upon the secondary or relevant data, so that the all information cannot be expressed in the desired form. Whereas in Nepal about CG, there are few sources to collect information and data. So that, lot of study about CG can’t be done by this paper. ResearchMethodology The sources of information used in this study are basically secondary in nature and to some extent primary information are also used. All the necessary information for the project is collected from booklets, bulletins, reports, financial statements and journal of SEBON. This report, I have used qualitative analysis for the interpretation of such information.
  7. 7. 3 Basic Principles and Objectives of Corporate Governance The basic principles: • People are more important than the process • There must be an appropriate regulatory regime to back these obligations • Shareholder accountability • External audit must be independent and penetrating • Disclosure and transparency are crucial to market integrity • The BOD is responsible as the agent of the corporation Main Objectives: • To promote a healthy environment of investment • To create a trust in a corporate and in its abilities • To promote business sustainability and risk minimization • To improve the efficiency of the capital market • To enhance effectiveness in the service of real economy (Kalika, Satya N.)
  8. 8. 4 CHAPTER-II PRESENTATION AND ANALYSIS OF INFORMATION Causes Behind Development of the Concept The Corporate Governance is about ensuring that companies are run well in the best interest of the Corporation itself, the shareholders, their stakeholders and the wider community. The causal incidents behind the rise of principles of the Corporate Governance can be summarized below (Athavale, 2006). The need to insure Corporate Governance in the UK felt in 1980s following the collapse of high profile companies like Maxwell, Polly Peck, BCCI, etc. The Poor standard of Corporate Governance led to insufficient control in the companies preventing from wrongdoing. The lesson taken by the collapses of Enron, and WorldCom incidents. The Collapse of economy in India in the 1992 brought new experiences that, financial indiscipline and negligence of a single person may ruin a company having hundred years of reputation in a contingent small jolt. International efforts have been made for a number of years for strengthening in standards of Corporate Governance by OECD, ICGN and Basel-II. The published scandals of well established companies are the example of abuse of the trust makes aware the democratic governments and their regulatory agency. (Kalika, Satya N.) Models of Corporate Governance The Corporate Governance may be of two models from the point of view of beneficiary- (i) liberal and (ii) Coordinated. The liberal model of the Corporate Governance gives emphasis to the interest of the shareholders. It is found in the Anglo-American countries that prefer capitalism model of economy. The coordinated model of Corporate Governance recognizes the larger interest of the workers, managers, suppliers, customers and the general community (Prasad, 2006). However, the both have distinct competitive advantage performed in the different ways. Nepalese legislations such as, Company Act, Bank and Financial Institution Act of 2063 and, Nepal Rastra Bank Act are influenced by the liberal model of corporate governance. (Kalika, Satya N.)
  9. 9. 5 Actors of Corporate Governance The Corporate Governance refers to the balanced relationship that exists between the different participants, defining the direction and the performance of a corporate organization. The main tripod actors are the Chief Executive Officer, the Board of Directors (BOD) and the Shareholders of the corporation who play a vital role in farming and applying the policies formally. The auxiliary actors who are influencing the governance in the organization are the staffs, suppliers, consumers, creditors, regulatory bodies and the community (Davies, 2000). The need of which is fulfilled by the natural person as the agent of the company to perform the corporate activities. The natural persons are appointed as the directors and the senior managers therefore; their moral, ethical and value framing works are expected to take the decisions on behalf of the company/corporation. (Kalika, Satya N.) The Key to Good Corporate Governance The key to good and effective Corporate Governance is to ensure the individuals are rewarded at appropriate levels for their effort and skills whilst ensuring that they act in the best interest of the company and its stakeholders. (Kalika, Satya N.) 1. Responsibility 2. Accountability 3. Transparency 4. Rule based system 5. Protection of rights of minority shareholders 6. Protection of rights of depositors in bank and financial institutions. OECD Principles on Corporate Governance The principles developed by the OECD is internationally recognizes. On May 1999, twenty nine member countries meeting constituted the Organization for Economic Cooperation and Development (OECD) and uniformly voted in favors of OECD principles developed on Corporate Governance. The principle has been backed by the G7 leaders at the Cologne summit in June1999 as well as ICGN key players known as, key pillars and architects of global economy. The OECD principles are declared as the basic minimum standard to be observed by the international business organization for the common good of wider interest, culture and practices. The ICGN views on the OECD principles in the form of working kit criteria for Corporate Governance as: Corporate purpose, communication and reporting, strategic focus, corporate citizenship, corporate boards, voting rights, optimize performance, return to shareholders and the remuneration policy and the corporate governance by the government and the regulatory bodies (Prasad, 2006).
  10. 10. 6 Purpose of OECD Principles The Codes of best practice of Good Corporate Governance is the outcome of the companies who are well run but faced the scandals. Actually, this is the development of pressure extended by stock exchanges on the companies whose shares are openly traded. Therefore, the principles constituted in 1999 were revised in 2004by the OECD. The Purpose of OEDC Principle is (Kalika, Satya N.) • to assist the governments and regulatory authority in their efforts to evaluate and improve the legal, institutional and regulatory frameworks. • to provide guidance and suggestions for stock exchange, investors, corporations, regulatory authority and other parties that have a role in the process of developing good corporate governance. • to apply six principles that are backed by a number of sub-principles of business laws. E.g.BOD, corporate social responsibility, shareholders, auditors and stakeholders. • to promote sustainability of the corporations in their fair, transparent and accountable manner. Six Principles of OECD on the Corporate Governance Six Principles of Good Corporate Governance developed by the OECD focuses on- (Kalika, Satya N.) 1) Ensuring the basis for effective Corporate Governance 2) The rights of shareholders and key ownership functions 3) The equitable treatment of shareholders/ owners 4) The Role of Stakeholders in Corporate Governance 5) Disclosure and Transparency of transaction 6) The Responsibilities of the Board of Directors Key corporate actors The Corporate Governance refers to the balanced relationship that exists between the different participants, defining the direction and the performance of a corporate organization. The main tripod actors are the Chief Executive Officer, the Board of Directors (BOD) and the Shareholders of the corporation who play a vital role in farming and applying the policies formally. The auxiliary actors who are influencing the governance in the organization are the staffs, suppliers, consumers, creditors, regulatory bodies and the community (Davies, 2000). The need of which is fulfilled by the natural person as the agent of the company to perform the corporate activities. The natural persons are appointed as the directors and the senior managers therefore; their moral, ethical and value framing works are expected to take the decisions on behalf of the company/corporation.
  11. 11. 7 The Board of Directors The selection, compensation and evaluation of a well qualified and ethical CEO is the single most important function of the board. The board's oversight function carries with it a number of specific responsibilities in addition to that of selecting the CEO. These include responsibility for: i) Planning for management succession. ii) Understanding, reviewing and monitoring implementation of the corporation's strategic plans. iii) Understanding and reviewing annual operating plans and budgets. iv) Focusing on the integrity and clarity of the corporation's financial statements and financial reporting. v) Engaging outside auditors and considering independence issues. vi) Advising management on significant issues facing the corporation. vii) Reviewing and approving significant corporate actions. viii) Reviewing management's plans for business resiliency. ix) Nominating directors and committee members and overseeing effective corporate governance. (The Business Roundtable) Board Composition and Leadership Boards of directors of large publicly owned corporations vary in size from industry to industry and from corporation to corporation. The board of a publicly owned corporation should have a substantial degree of independence from management. Providing objective independent judgment is at the core of the Principles of Corporate Governance board's oversight function. The CEO and Management The CEO and senior management run the corporation's day-to-day business operations. It is the responsibility of the CEO, and of senior management under the CEO's direction, to operate the corporation in an effective and ethical manner. (The Business Roundtable) As part of its operational responsibility, senior management is charged with: i) Operating the corporation. ii) Strategic planning. iii) Annual operating plans and budgets. iv) Selecting qualified management and establishing an effective organizational structure. v) Identifying and managing risks. vi) Good financial reporting. In carrying out this function, The Business Roundtable believes that corporations should have: i. A CEO of integrity. ii. A strong, ethical "tone at the top."
  12. 12. 8 iii. Internal controls. iv. Codes of conduct. Audit Committee Every publicly owned corporation should have an audit committee comprised solely of independent directors. Audit committees typically consist of 3 to 5 members. Audit committee members should meet minimum financial literacy standards, and at least one of the committee members should have accounting or financial management expertise, as required by the listing standards of the major securities markets. The audit committee is responsible for oversight of the corporation's financial reporting process. The primary functions of the audit committee are the following (The Business Roundtable): i. Risk profile: The audit committee should understand the corporation's risk profile and oversee Principles of Corporate Governance the corporation's risk assessment and management practices. ii. Outside auditors. : The selection of an outside auditor should involve an annual due diligence process in which the audit committee reviews the qualifications, work product, independence and reputation of the proposed outside auditor. iii. Independence. iv. Critical accounting judgments and estimates. v. Compliance: The audit committee should review the corporation's procedures addressing compliance with the law and important corporate policies. vi. Financial statements: The audit committee should review and discuss the corporation's annual financial statements with management. Corporate Governance Committee Every publicly owned corporation should have a committee that addresses corporate governance issues. (The Business Roundtable) i. A corporate governance committee should be comprised solely of independent directors. ii. 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. iii. A corporate governance committee should monitor and safeguard the independence of the board. iv. A corporate governance committee should oversee and review the corporation's processes for providing information to the board. v. A corporate governance committee should develop and recommend to the board a set of corporate governance principles applicable to the corporation. vi. A committee comprised of independent directors should oversee the evaluation of the board and management.
  13. 13. 9 Corporate Compliance The Board should ensure that the corporation complies with all relevant laws, regulations, governance practices, accounting and auditing standards.( Private Sector Corporate Governance Trust)
  14. 14. 10 Nepalese Context In the support of World Bank, the Financial Sector Reformation Project is started in 2002. Then, Nepal Rastra Bank Act-2058, Bank and Financial Institutions Act-2063 and Company Act-2063 are enforced. That has fully empowered Nepal Rastra Bank with the power relating to licensing, supervising and regulating Nepal’s all Bank and Financial Institutions, except cooperative organizations, Employee Provident Fund and Citizens Investment Fund. The Nepal Rastra Bank Act-2058 has, in this regard, laid down the basic legal and operational propositions by which it can be run as an independent and autonomous central banking organization. This aspect can be visualized in the legal provisions relating to the formation of the board and areas of responsibilities. The Nepal Rastra Bank Act -2058 has made stringent provisions regarding the appointment of professional and experienced members of BOD. The specific educational qualification, experience, renownedness, area division for appointment and conflict of interest have guaranteed that, the bank and financial institutions can be run with good corporate manner with trust. The Bank and Financial Institutions Act -2063 has made the Nepal Rastra Bank more powerful. It has repealed five statutory laws and the powers are lain down in the single Umbrella Act for the purpose of improving the Nepal Rastra Bank as a central bank of Nepal. The Company Act- 2063 has emphasized on Good Corporate Governance among its major Characteristics. It has focused on protection of interest of shareholders, company itself, the influencing stakeholders and the larger society. It has separated administrative and judicial functions respectively to the company registrars' office and the court. Besides, the Company Act- 2063, Competition Act, Security Exchange Act also has focused on the concepts, such as accountability, responsibility and financial transparency in the Companies. In this context, the Security Exchange Board, Management Association of Nepal, Federation of Nepalese Chambers of Commerce and other NGO’s, INGO’s have conducted study project for the purpose of promoting good corporate governance in Nepal. (Kalika, Satya N.) Transparency, accountability, information disclosures and stringent ethics practiced by companies are fundamental in winning investors' confidence. Capital market and so the corporate sector cannot develop with weak minority shareholders, inadequate or non-disclosures, violation of laws, non-compliance to the rules and regulations and lack of independent oversight of the directors. Nepalese corporate sector has yet to establish good governance practices and become more competitive sector of the economy. (Kafle, Deepak R.) As a regulator, Securities Board (SEBO) wants to see improved image of Nepalese corporate sector. It is presently involved in implementing government's capital market reform program that affects many aspects of corporate governance. The government has signed a contract with the Asian Development Bank to implement a Financial and Corporate Governance Project. Modernization of NEPSE would allow it to facilitate low cost and efficient transactions. Accounting and Auditing Standards are converging towards international best practices with the progress in the activities of Accounting Standards
  15. 15. 11 Board and Auditing Standards Board under the umbrella of the Institute of Chartered Accountant, Nepal, Act. NRB circular to promote good corporate governance in BFIs In a bid to promote good corporate governance practices in banks and financial institutions (BFIs), the Nepal Rastra Bank (NRB) has introduce a new circular, under which BFIs’ subcommittees should be headed by non-executive board members. The latest central bank move comes in the wake of a number of incidents in which FIs landed in trouble due to board members involvement in irregularities. The central bank has already barred BFIs from forming more than three subcommittees— risk management, audit and staff management. The new circular says each of these committees should be led by non-executive board members; the chairman of the board cannot get involved in them; and the coordinator of a panel cannot head another. As per the NRB directive, a risk management subcommittee should consist of the operation department head of the BFI concerned as member and credit department chief or risk management unit chief as member secretary. This panel will be responsible for identifying risk, analyzing strategies for its mitigation, developing new methodologies if the existing ones fail to manage risk properly, and providing necessary suggestions to the board. The team is also entrusted with the responsibility to hold discussions on risk assessment, evaluation and monitoring, capital adequacy ratio, Internal Capital Adequacy Assessment Process (ICAAP) and the maximum risk the institution can handle. The committee should suggest the board on developing policies in line with the central bank policies on risk management. In case of commercial banks and national-level development banks, such a committee should regularly conduct ‘stress tests’, analyse results, and make suggestions to the board. As far as the audit committee is concerned, it should have the internal audit department head as its member secretary. The committee should analyse remarks of external auditor regarding financial status of the BFI concerned and direct the management to carry out reforms. It is also required to review whether the remarks and suggestions made by NRB’s supervision report have been executed and inform the board about the matter. It should prepare a detailed action plan about the internal audit process and should ensure its implementation.
  16. 16. 12 In case of the staff management subcommittee, it should include the audit department chief as member and human resource department chief as member secretary. The panel’s tasks include assessing whether the chief executive officer or other staff members are paid remuneration in violation of the existing law and policies, and make necessary recommendations to the board. The panel is also responsible for drafting staff policy, review the structure of employees, prepare succession plans and recommend them to the board for approval. (ekantipur.com)
  17. 17. 13 Chapter-III Conclusion Company/corporation is a legal person who has no minds and hands, therefore; are run by natural persons, as agents on behalf of the company. Generally, the salaried professional managers/directors acquire substantial powers in respect of the affairs of the company. However, directors have not always had the best interest of shareholders in mind when performing their managerial functions. The Corporate Governance is an attempt to make directors more accountable for their policies and actions towards the shareholders. The concept of Corporate Governance refers to an economic, legal and institutional environment that allows companies to diversify, grow, restructure, and do everything necessary to maximize corporation's value and sustainability. Though, corporate governance is not a new notion for economically developed countries of the west but it is the buzz word in the Nepalese corporate jargon in these days. The pressure of globalization, open market policy and Nepal’s WTO membership made it indispensable for the development of Nepalese economy.
  18. 18. 14 References Athavale, Mahesh, A. (ed.by) Corporate Governance: Modules of Best Practices (4th ed.) ICSI, New Delhi (2006) Brian R. Cheffins, (December 1, 2011), OXFORD HANDBOOK OF CORPORATE GOVERNANCE, Mike Wright, Donald Siegel, Kevin Keasey and Igor Filatotchev, eds., Oxford University Press, 2013, University of Cambridge Faculty of Law Research Paper No. 54/2011, ECGI - Law Working Paper No. 184/2012 Davies, Paul L, (ed. by) Gower's Principle of Modern Company Law, (6th ed.) (2nd impression in 2000) Hicks, Andrew and Goo, S.H., Cases and Materials On Company Law (3rd ed.) Blackstone Press Ltd. London (1999) http://bfr.nrb.org.np/directives/Directives-- Unified%20_Directives%20_2067%20_English.pdf access on December 28, 2014 http://www.ebrd.com/downloads/legal/corporate/moldova_code.pdf access on December 28, 2014 http://www.energycollection.us/Board-Of-Directors/CLASS-Five-Elements.PDF access on December 28, 2014 http://www.oecd.org/corporate/ca/corporategovernanceprinciples/31557724.pdf access on December 28, 2014 http://www.sebon.gov.np/sites/default/files/publications/SEBONJournalIssue4.pdf access on December 28, 2014 Kalika, Satya Narayan (____), https://www.epfnepal.com.np/downloads/articles/Satya_Narayan_Kalika.pdf access on December 28, 2014 Prasad, Kesho, Corporate Governance, Prentice Hall of India (P) LTD, New Delhi (2006). Private Sector Corporate Governance Trust, (____), Principles for Corporate Governance in Kenya and a sample Code of Best Practice for Corporate Governance The Business Roundtable, an association of chief executive officers committed to improving public policy May 2002, Principles of Corporate Governance Australian Stock Exchange, March 2003, Principles of Corporate Governance and Best Practice Recommendations Kafle, Deepak R., SEBO Journal, Vol. I June 2004 Special Publication, Towards Good Corporate Governance ekantipur.com, Monday - 26th December, 2011,New NRB circular to promote good corporate governance in BFIs https://www.commercial.hsbc.com.hk/1/2/commercial/livingbusiness/work/gov/element access on December 28, 2014

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