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This essay is going to talk about the relationship between corporate governance principles and the
business development. By comparing the HIH Insurance Limited and the Apple Inc. to find out how
effective the corporate governance principles help the companies to achieve their goals. Corporate
governance refers to the system which is affecting the command and control of the company.
(Yongqiang & Armstrong 2014) Companies can follow the corporate governance principles to ensure
they have a better management when they realize the goals. It also includes the management of the
funds to make sure the technology and resources dominate actually. Besides, it prevents the
separation of ownership and underrun problems, and the relationship between the internal (directors,
employees, owners, etc.) and external (government, suppliers, shareholders, customers, etc.)
stakeholders are also a part of the corporate governance. The corporate governance structure is the
framework of the rules and methods of decision–making in the company 's affairs and allocates the
power and responsibility from different participants. It also provides a mechanism to the company
to supervise the process of reaching goals. (Christensen, Kent & Stewart 2010) HIH Insurance
Limited (HIH) was one of the largest insurance company in Australia. HIH had a broad business,
including most kinds of non–life insurance, management of underwriting and investment funds.
(Parliament of Australia 2001) According to the
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What is Corporate Governance Essays
Fraudulent Actions
What is corporate governance?
Corporate governance refers to the set of systems, principles and processes by which a company is
governed. They provide the guidelines as to how the company can be directed or controlled such
that it can fulfil its goals and objectives in a manner that adds to the value of the company and is also
beneficial for all stakeholders in the long term . This definition seemed more appealing as it gave a
broader understanding than the other offered definitions. It explains in plain simple terms what
exactly corporate governance is and who it involves. Other definitions were vague and didn't
mention some of the participants involved. Corporate governance is a process and a system, and as
with any...show more content...
The original section 297 legislation contained a double test which was subjective and difficult to
prove, as the perpetrator had to be knowingly part of the fraud and also must have had intent to
commit the fraud. If a particular person concerned genuinely believed that they had not acted
fraudulently, then they would not be regarded as trading fraudulently. This was despite the fact that
their behaviour might be considered unreasonable looking at it objectively. Only three cases were
successful in Ireland under the original s.297.
The first successful case was Re Kelly's Carpetdrome Ltd 1983, where books of the accounts were
destroyed, and valuable assets were transferred to connected companies to avoid sale on liquidation.
This was the first case on s.297 fraudulent trading and personal liability was imposed.
The next case was Re Aluminium Fabricators Ltd 1984. The company had two sets of books, one for
the management and one for the revenue. Also, the managers through this deceit were taking
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Essay On Corporate Governance
ITC Ltd.'s strategy plan for compliance with the current acceptable standards or norms relative to
social responsibility today is well thought out, especially for a company that sells potentially
dangerous products, and try to meet and listen to all demands and laws in place since the start of
their business. Even though in 2014 a new bill was passed for the majority of companies to build
accountability and also have the government looking over the private sector (Banerjee, 2013).
"The CSR provision requires affected companies to spend at least 2 percent of their average net
profits made in the preceding three years on CSR" (Banerjee, 2013). Even though this bill has
caused a lot of uproar for companies, ITC has actually already been...show more content...
This helps the company stay on track and be prepared for new laws that require companies to
invest in CSR. ITC is also a company that makes sure they are taking initiative and being
sustainable. The company has managed to be water positive and a carbon positive company (Ojha,
n.d.). The company has also been able to "reach... animal husbandry services, education services, and
self–help services as part of the efforts of the company to live up to the promise emphasized in its
vision" (Ojha, n.d.). Their environmental initiatives are extremely developed and their social
initiatives, such as forestry, farms, education of farmers and kids are also nicely developed (Ojha,
n.d.). This company's corporate positioning statement says it all: "Enduring Value. For the Nation.
For the Shareholders" (Ojha, n.d.). ITC takes the time to think and plan in order for compliance with
current acceptable standards or norms relative to social responsibility. The organization's strategy
plan for any gaps in social responsibility that might be potential risks to internal and external
stakeholders is challenging, but this company certainly does not allow for corruption. On April 1
"India has become the only country in the world with legislated corporate social responsibility (CSR)
and a spending threshold of up to $2.5 billion (Rs 15,000
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The scandals at Enron, Global Crossing, Tyco International and WorldCom initiated a fierce
dispute over corporate governance practices and executives' ethical behaviours. Since then, both
academicians and practitioners tried to found the most suitable corporate governance framework
that would enhance the companies' value and would benefit the society as a whole. The
difficulties of several apparently prior successful banks (such as Anglo Irish Bank, Northern Rock
and Royal Bank of Scotland (RBS)) during the financial crisis reminded us that this dispute is far
from over. This paper examines the two main theories that govern the corporate governance
principles and looks at which one of them leads to greater company performance: shareholder theory
(Agency theory) or the stakeholder theory? There are many definitions of company performance,
both financial and nonfinancial. This analysis assumes increasing share value and therefore the
market value as a company performance appraisal tool. Finally, the theories are examined from the
ethical point of view and its impact on the firms' shares worth. What evidence is there to show that
'good' corporate governance can improve firm performance? Good corporate governance is a vital
tool in enhancing market trust and promoting more secure, long–term investments. Shleifer and
Vishny (1997) describe corporate governance as a mechanism that addresses the conducts in which
lenders to companies guarantee themselves of receiving a
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CORPORATE GOVERNANCE Essay
CORPORATE GOVERNANCE
The Oxford English Dictionary defines 'governance' as 'the act, manner, fact or function of
governing, sway, control'. 'To govern' is 'to rule with authority', 'to exercise the function of
government', 'to sway, rule, influence, regulate, determine', 'to conduct oneself in some way; curb,
bridle (one's passions, oneself)', or 'to constitute a law for'.
Governing is, therefore, a whole range of actions, initiatives and response patterns – from rule
through influence to self–control and self–regulation. By inference it includes 'driving' as well as
'steering'. Therefore, in seeking to define governance and the purpose it is to acheive, it is necessary
to give adequate consideration to its antitheses – 'freedom' and...show more content...
Thus Governance involves monitoring and overseeing strategic direction, socioeconomic and
cultural contexts, externalities and constituencies of the institution.
Thus, the primary goal of governance is making sure the right questions get asked at the right time, at
the right place, 'by' the right persons, 'to' the right persons and in the right manner. It is not a
coincidence that the worst corporate performers are the ones that had once been so securely on top
that they stopped asking questions.
Governance is usually delivered through an agreed constitution, through a complex web of customs
and practices, underpinned by a shared system of ethics, to a range of stakeholders from the
shareholder to the customer in that institution. Styles of governance vary depending on the nature
and size of the body concerned. At one extreme is the rule–based style adopted by public sector
bodies, which may be concerned with conformity rather than performance. At the other extreme are
the churches and clubs where governance is based on trust. Most corporate bodies have an amalgam
of both trust and rules in appropriate proportions. The Logic being that trust can only work with
open governance.
The basic prerequisite to achieving successful and effective governance is the establishment of
certain criteria for systematic governance. As a minimum these are likely to
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Essay On Corporate Governance
Corporate governance has played a very important role in the present economic condition of India.
India successfully started its move towards open and welcoming economy in 1991. From then
onwards it has seen an amazing upward trend in the size of its stock market, that is, number of listed
firms was increasing proportionately. If India wants to attract more countries for foreign direct
investments, Indian companies have to be more focused on transparency and Shareholders value
maximization. Even though corporate governance practices can be backdated to as early as 1961
around the world, India was lagging behind. It was not until 1991 when liberalization took place and
corporate governance established an international context. The most...show more content...
We can compare the Sarbanes–Oxley Act of 2002 and Clause 49. Clause 49 was based on the
principles of Sarbanes–Oxley Act of 2002. It was developed for the companies listed on the US stock
exchanges. As far as the responsibilities of management and number of directors were concerned,
they are both the same. They also have same rules regarding insider trading, refusal of loans to
directors and so on. The important difference between the two is under Sarbanes–Oxley legislation if
fraud or annihilation of reports takes place up to 20 years of imprisonment can be charged, but in
case of Clause 49, there is no such condition. Being the controller of the market SEBI can
commence a criminal proceeding. If in case SEBI decides to give a severe punishment then it can
commence a criminal proceeding or raise the fine for not agreeing with Clause 49, which
automatically delists the company.
Corporate governance affects corporations as well as countries in different ways such as firms
access to outside financing increases, which leads to more investment, better growth opportunities
and that causes the job market to flourish. Capital cost is decreased and so the firms are valued at
higher cost. Firms can be attracted by this, which directs it to growth and again to reduced
unemployment. Wealth is generated by better distribution of resources and good management
practices, which is because of better operational performance.
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A Summary On Corporate Governance
Like de Kluyver argued in his publish (A primer on Corporate Governance, 2009), "there is a
presumption that, in making a business decision, the directors acted on an informed basis, in good
faith, and in the honest belief that the action was taken in the best interest of the corporation."
However, even though the bar has been set, the definition of "best interest of the corporation" is
open for every business directors to interpret. In the case of Enron, the rule had been bent so hard
that it finally broke. The company was originally established as an energy provider in the US. In
1970s, the CEO of Enron seized the chance of US energy market deregulation and navigated the
company into a new and attractive business – energy trading....show more content...
Because of the massive company structure, when the bubble broke in 2001, a numerous amount of
people took the hit. The stockholders of Enron scandal include company employees, board of
directors, Arthur Anderson accounting firm, Vinson & Elkins law firm, and the general public of the
society.
There were specific internal control protocols and external audit agreements designed to prevent
the tragic from happening. However, just like my classmate Likhita said during the class
discussion (Thought and Discourse, September 16, 2015), "People will always find the loophole".
In terms of internal control failing, first of all, the malfunction of the board of directors would be
our primary concern. Enron Board of Directors clearly failed to oversight company operations. In
United States Senate Subcommittee report (The role of the board of the directors in Enron's
collapse, Permanent subcommittee on investigations, 2002), committee memebrs indicated that "The
Board witnessed numerous indications of questionable practices by Enron management over several
years, but chose to ignore them to the detriment of Enron shareholders, employees and business
associates." Moreover, the Board of Directors directly violated Enron's code of ethics and agreed
the company from trading with several SPE (includes LJM1) run by its own CFO, Andrew Fastow.
Such transactions were not designed to generate legit business profit, nor providing
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Essay On Corporate Governance
This was adhered to by a comparable code by the Central Bank of Nigeria in 2000 (CBN, 2006) to
deal with corporate governance practices in Nigerian financial institutions. Nevertheless, lessons
from the corporate collapses and also losses in the last couple of years with respect relative to banks
like Intercontinental Bank Plc, Bank PHB Plc, Societe General Bank, Afri–Bank Plc as well as
Oceanic Bank Plc have actually highlighted the function, corporate governance techniques could play
in keeping viable organizations and in protecting stakeholders rate of interests. The majority of the
business failings that were recorded in the Nigerian banking are instances of the dangers positioned
by corporate governance failures.
In July 2015, the...show more content...
Panel data methodology was adopted because it combined time series and sectional data. The
method of analysis is multiple regressions, ratios and percentage analysis.
Elements of the external business environment:
Business Environment
Financial Institutions in Nigeria operate in a highly competitive environment and their key internal
strengths and weaknesses are being examined in the context of its industry. A SWOT analysis which
summarizes the key issues from the business environment and the strategic capability of an
organization that is most likely to impact on strategy development (Johnson, Scholes, and
Whittington 2008) will be used to add value to the subject matter.
PESTLE Analysis will be used in order to identify the strengths and weaknesses of Financial
Institutions and the available threats and opportunities in the competitive market, while taking into
consideration various political, economic, social, technological, legal and environmental factors.
Strengths
Since the recapitalization of the banking sector in 2004 to a minimum of 25 billion Naira, the
institution of the Central Bank of Nigeria Code of corporate governance 2000 (2006) and diverse
routine gazetted money market guidelines of the Central bank of Nigeria have enhanced the
deposit and credit turnover of banks by an average annual increase of 13%. Average annual net
assets have also increased by 35% and average annual earnings per share increased by
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Corporate Governance Essay
Corporate governance is an increasingly important topic in this age of globalisation, it is a global
occurrence which in turn makes the subject complex, with issues of ownership, cultural, legal and
other structural differences being involved. From this broad scope, it is discernible that the
functions of the board are inseparable from the topic of corporate governance and in turn what
effect these have and will potentially have on the share price in the future. As with every other
aspect of globalisation, its development is not necessarily even across all spheres; "thus some
theories may be more appropriate and relevant to some countries than others..." (Mallin 2010, p. 13).
In making any assertions on the impact of corporate...show more content...
In recent times, the assumption that shareholders will be willing to pay a premium for such shares
that are identified as having favourable governance scores is sounding more reasonable due to
growing research and reports on the effect of corporate governance on equity value. "Their results
clearly support the hypothesis that well–governed companies outperform their poorly governed
counterparts. Well–governed companies have higher equity returns, are valued higher and their
accounting statements show a better operating performance" (Bauer, Gunster & Otten 2003, p.2)
There have been surveys into different companies in the United States and across Europe with the
aim of comparing the performance of poorly managed firm against well run ones, the relationship
between varying governance standards and the return on shares across FTSE Eurotop 300 showed
that across the EU, there was a more visible relationship between governance and firm value, this
was attributed to the relatively poorer governance standards available in the which meant that excess
returns to corporate governance were much smaller when compared to the UK where corporate
governance standards are generally higher.( Bauer, Gunster & Otten ibid p.15) Similarly, further
research to establish an empirical relationship between corporate governance and share value looked
into
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corporate governance Essay
Corporate governance is a very poorly defined concept; it covers so many different economic
issues. It is difficult to give a first class definition in one sentence. Corporate governance has
succeeded in attracting a great deal of interests of the public because of its obvious importance for
the economic health of corporations and society in general. As a result, different people have come
up with different definitions that basically mirror their special interest in the field. It is difficult to
see that this 'disorder' will be any different in the future so the best way to define the concept is
perhaps to list a few of the different definitions rather than just mentioning one definition.
"Corporate governance is a field in economics...show more content...
Critics often proclaim that boards fall sadly in this category and are simply assistants to their chief
executive officers (CEOs). They get paid too much, work entirely too little, and have little expertise
in corporate governance or possess unacceptable levels of financial literacy.
(Booker, 113–116)
Governance reform has been a hot topic of discussion since the 1980s, when firms in America
faced increased globalization and change, and boards were scrutinized for being puppets of the
chief executives. Supporters of reform called for larger independence of directors from the CEO so
that the board could make the difficult decisions needed to monitor top management and protect
shareholder interests. Before the 1980s, most boards were composed largely of directors who
were currently employed by the company of had just retired from the company. Critics proclaimed
that directors who "were selected by, reported to, and received paychecks from the CEO could
hardly be the most objective management monitors." As a result of these complaints, many boards
made changes so that most large company boards are composed of a majority of directors that "are
not currently employed by, or retired from, the companies on whose boards the serve."
With these changes, however, came the understanding that even
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Corporate Governance Essay
Corporate Governance
Corporate Governance is the relationship between the shareholders, directors, and management of a
company, as defined by the corporate character, bylaws, formal policies and rule laws. The
corporate governance system was designed to help oversee the decisions and best interest of the
shareholders. The system should works accordingly: The shareholders elect directors, who in turn
hire management to make the daily executive decisions on the owner's behalf. The company's board
of director's position is to oversee management and ensure that the shareholders interest is being
served. Corporate governance focus is with promoting enterprise, to improve efficiency, and to
address disputes of interest which can force upon...show more content...
Boardrooms are changing. Directors can no longer be passive. They must be alert, accountable and
active. The board's performance has come under more scrutiny. Shareholders, members and staff
expect more from their boards.
Individual directors of the corporate governance board should possess all of the
following characteristics:
Integrity and Accountability
Informed Judgment
Financial Literacy
Mature Confidence
High Performance
Passion
The board as a whole should possess the following core competencies, with each
member contributing knowledge, experience and skills in one or more domains.
Accounting and Finance
Business Judgment
Management
Crisis Response
Industry Knowledge
International Markets
Strategy & Vision
Companies are becoming more involved with corporate governance and they are following more
strict rules and guidelines. One major problem is how board members are being elected. Avoid
employees for the company seems to be one way to eliminate poor corporate governance
committees. They have to try to keep the chief executive officers from loading the board with
friendly directors that are close to them. The most difficult change will be electing board members. A
major
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Corporate governance is a model in which processes and relations by which corporations are
controlled and directed. It can also be defined as a system of laws and authoritative approaches by
which corporations are directed and controlled. This is achieved by considering the internal and
external structures of the corporations. The intentions include monitoring actions of management
and directors to moderate agency risks, which may be rooted in the misdeeds of corporate officers.
This ensures that these risks and conflicts are prevented and moderated using policies, laws,
customs, processes, and institutions that have great impacts on the way a corporation is controlled.
This corporate governance has great impacts on firm performance,...show more content...
This was evident in the UK Guinness case where chief executive Earnest Saunders paid himself ВЈ3
million without the consent of any other directors (Nini, Smith & Sufi, 2012).
There are other problems faced when several people dominate the corporation, as there may be
problems in the composition of the different directors. This may be run by minority group of CFO or
CEO, who may undertake recruitments and appointments by personal interests, but rather not on the
formal procedure, which should be undertaken. Thus, corporate governance should ensure a balance
of talents, skills and competence from the numerous specialism's related to the organizations '
situation and age. This is meant to facilitate new people in assisting the planning processes.
Remuneration and reward of directors is another target that corporate governance aimed. This was
to reduce the excessive bonuses and salaries that directors used to receive. This was undertaken as
they believed it was a corporate abuse where such amount of salaries could be offered to other
projects and expansions within the corporation (Masulis, Wang & Xie, 2012). Financial reporters
and external auditors were reliable of the financial accountabilities of their reports. This ensured that
serious litigation would be undertaken in cases of insufficient reporting and accounting issues. This
led to great transparency in firms and reduced risks faced by investors (Masulis,
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Title: Corporate Governance Assignment topic Option 1 Conduct a review of the governance of
your organisation (or one with which you are familiar) in the form of a report to the Chairman (or
President) of the Governing Board of Directors. In the brief report use the concepts, tools and
techniques learned in this subject to review the structure, process and effectiveness of the
governance of the organisation and make recommendations for appropriate improvements. Executive
summary This report sets out to review corporate governance at a private company, namely,
Paramount Insurance Company. The specific objectives were to identify the relevant codes the
organisation follows, why they are important and review the structure, process and...show more
content...
For the purpose of this report, corporate governance is defined as the relationship that exists between
company management, stakeholders and the board. Objectives of the company are usually set,
attained and monitored through the structure corporate governance provides. (Balgobin 2008).The
Guyana Corporate Code of Governance is similar to the UK codes of corporate governance and the
Organisation for Economic Co–operation and Development (OECD 2004).These principles serve as
a reference point that can be used by companies to develop their own frameworks for corporate
governance that reflect their own circumstances or situations. Composition and criteria at Paramount
The Chairman and the Chief Executive Officer There is extensive research on board composition
and the importance it places on different aspects of organisation performance. (Kang H, et al 2007).
At Paramount the unitary board exists, where according to the textbook, a unitary board is when a
company has a single governing body (Tricker 2009). A non– executive director is defined as a
person who is not involved in the day to day management of an organisation but rather in business
tasks such as strategic planning, and monitoring of executive directors. An executive director tends
to be more involved in the managerial aspects of the company. The Chairman and four other
directors are independent non–executives, and the CEO and one director are non– executives.
Diversity of board
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Corporate Governance Sample
Home Page 1 of 11 Private Sector Corporate Governance Trust Home Events About Us Principles
& Sample Code Global Initiatives Board Principles of Good Corporate Governance Sample Code
for Best Practice for Corporate Governance in Kenya SAMPLE CODE OF BEST PRACTICE
FOR CORPORATE GOVERNANCE IN KENYA (This sample Code is intended to assist companies
develop their own governance codes and is neither prescriptive nor mandatory) Authority and Duties
of Shareholders Shareholders of the company shall jointly and severally protect, preserve and
actively exercise the supreme authority of the company in general meetings. They have a duty,
jointly and severally, to exercise that supreme authority to: ♦ Ensure that only competent and
...show more content...
♦ Structure and organize the company. http://www.corporategovernance.co.ke/principles
/Sample%20Code.htm 09/10/2002 Home Page 3 of 11 ♦ Monitor management performance. ♦
Map out the mechanisms for internal and external liaison and communications. ♦ Define how the
Board will operate including: What information or reports it requires on a monthly or quarterly
basis. How, with what data, and by what means, it will constantly monitor management performance
and the financial progress of the company. How it will evaluate its own performance at least once
every year. ♦ Ensure that the company is properly managed and for the attainment of lawful
objectives. ♦ Ensure that the company's affairs are not managed or conducted in a manner
oppressive to any of its shareholders or for fraudulent purposes. ♦ Ensure that the company
complies with all statutory requirements. Composition of the Board The Board shall include a
balance of executive and non–executive directors (including independent non–executive directors)
such that no individual or group of individuals or interests can dominate its decision taking. The
Board shall be chaired by an independent director who is not managing the company. There are
two key tasks at the top of the company, that of running the Board and that of the Chief Executive
responsible for running the company. Therefore as a general rule, there is a clear division of these
roles to ensure that a balance of power and authority is
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Corporate Governance and Ethics Essay
As a CEO of a corporation there is nothing more rewarding then maximizing the wealth of your
shareholders, in addition, to increasing the value of the firm. However, it should not be done
unethically and jeopardize the financial, social status as well as the reputation of the company,
ultimately causing them to suffer in the end. There are systems put into place to avoid such acts
that are generally overseen by the board of the directors of organization. In most companies the
board of directors consists of shareholders or former employees of the company. Due to the recent
scandals in corporate America many companies have acted quickly in actually implementing rules
and regulations. They are sometimes referred to as the ethical codes....show more content...
Women are known to be a bit more "sensitive" than a man, therefore she' more opted to working or
dealing with charitable events due to their dire need of help. I am not implying that companies
headed by women are more or least successful than one headed by a man. I am simply implying that
they will do better in the "social responsibility aspects of the big picture.
Ethical codes are normally adopted by corporation to help set forth the moral structure of a
company. They are often set up to help organizations to make the "right" decision in certain
situations. Ethical codes generally has three different levels (Wikipedia, 2011), code of ethics
(corporate and business ethics), code of conduct (employee ethics), and code of practice
(professional ethics). Code of ethics is defined as the general principals of an organization that
summarizes their beliefs (QFinance – The Ultimate Resource, 2009). Rodriquez–Dominquez,
Gallego–Alvarez, and Garcia–Sanchez (2009) state "recent corporate scandals have demonstrated
the need to create internal codes of conduct and apply them to the members of the board of directors
and top management in order to uphold the reputation, ethical behavior and integrity of the
company". (p.187) According to (Rodriquez–Dominquez, 2009), recent research has shown a
positive correlation "between corporate social responsibility and several characteristics of corporate
governance". The results also show
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Essay On Corporate Governance
The corporate governance framework is there to encourage the efficient use of resources and equally
to require accountability for the stewardship of those resources. In the context of public service or
private sector organization, Good Corporate Governance is therefore about ensuring all stakeholders'
adherence to organizational policies, procedures and systems.
The right to health has been recognized ever since the birth of the United Nations (UN) in 1945. The
Charter of the UN urges state parties to respect rights to a higher standard of living and solutions to
international health problems. On 7 April 1948 the World Health Organizationwas founded as the
custodian of the world policies on health matters. It has 194 Member States of...show more content...
However, it is recognized that there is still a lot of ill health that is related to diseases of poverty
and ignorance. Of the six WHO regions in the world, the African Region bears the heaviest burden
of disease (WHO, 2000). Effective and efficient implementation of national and local policies can
reverse this trend. Indeed, the world press (2008) opined that a critical challenge for countries in
Africa is to move from policy to action in the health service delivery. This move from policy to
action should be grounded on each country addressing its priority health needs and mobilizing its
people to improve the state of health service delivery at personal and community levels.
According to a World Bank report, Sri Lanka has achieved a remarkable health service delivery as a
result of devolution (World Bank 2010). This has been attributed to successful implementation of a
credible budget constraint for the hospital; reform to strengthen the accountability of managers for
the performance of the hospital through the creation of a board of external directors or trustees, or a
hospital authority to supervise the manager; and increased managerial authority with freedom to
recruit, promote, set tasks and work hours, and decide on performance rewards and sanctions.
Further, Sub–Saharan Africa countries, in translating existing policies into national plans of action,
should also
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Strengths And Weaknesses Of Corporate Governance
A)Corporate Governance is a structure of the company by balancing all the individual, corporation
and society interest. It also helps to create relationship between company board, shareholder and
stakeholder and have proper functioning of organization to prevent fraud. Board of director in the
company is being appointed by the shareholder and was been audit by them if the director
managing and operating the business well by reporting or having general meeting. The responsible
of the board of director are achieving the company objective, provide leadership and supervising the
management and reporting the shareholder about the achievement and problem. All action of the
board are subject to laws, regulations and shareholder. There are various theories that underline the
development of corporate governance which include Agency theory, Stakeholder theory, Stewardship
theory, etc.
According to (Jill Solomon, 2013), agency theory is "defined the managers of the company as the
'agents' and the shareholder as the 'principal' ". Which mean that principal hire & assign the decision
making and operating to the agent by the their own interest. However in agency theory, most...show
more content...
In case of Walt Disney, the decision made by Eisner, it does not provide any risk reporting to
shareholder, whereby it does not seek agreement of the shareholder that the action made if it is for
the best interest of the shareholder or Eisner himself. It recommended to encourage accountability
by having a proper risk management controls and strategy. It will help the organization achieving of
growth by having a proper planning and evaluation of risk of the impact to have a correct action
with agreement of everyone and monitoring all the task regardless of large or small that is delegated.
This will help the company to have appropriate system of internal control and increase of
accountability within the
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The Corporate Governance Of Walmart
Walmart is considered as the biggest retailer in United State and opening widely to over the world
recently. The priority condition for its success firstly is come from the outstanding players of the
corporate governance such as Board of directors and Activist Shareholders. These all creative and
responsible leaders are required to possess ability for risk–taking willingness and control in order to
govern company. In addition, the activist shareholders actively raise their voice in the policies
and strategies' approval. All in all, the excellent corporate governance they made ensures an
accountable and integrity system operated. Board of Directors First of all, in Walmart, the Board
of director is the most powerful governing authority who are responsible for setting the framework
and management structure in general. It is committed to be operated in fairness and integrity in
order to ensure the shareholders' trust. Board of directors' internal duty is to control mechanisms
for good governance are adequate. This includes setting up legal existence, establishes company's
vision, key mission, strategic direction, selecting and appointing chief executives, governing the
organization via policies and objectives to guide other agencies following up. All strategic
decisions of the corporation would be raised and agreed by the board, such as hiring a CEO,
approving to do a major financing or acquisition. Its primary responsibility is protecting
shareholders' asset as well as
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Essay on Corporate Governance
Corporate Governance " Corporate governance – ten years ago the phrase was not used, today it is
commonplace. The work of company directors is in the spotlight. The issues are legion: How to
improve corporate performance and strategies, how to ensure corporate conformance through
executive supervision and accountability, the role of outside directors, audit committees, chairman
and CEO, directors' remuneration, German two–tier boards, Japanese boards, institutional, investor
power….. " (Corporate Governance, Bob Tricker, 1984) The term 'corporate governance', in
recent years has been used in a number or contexts, particularly in relation to that of boards of
companies listed on the...show more content...
But many countries regard a better corporate governance practices as a way to improve economic
dynamism and therefore enhance overall economic performance. Corporate governance issues
probably came to the fore in the early 1980's in the United States during the heyday of the corporate
take–over activity. Perceiving little support from their institutional shareholders, numerous US
Company boards started to initiate protective practices to deter any undesirable take–over bids.
While occasionally effective in their primary goal, these measures were seen by some shareholders,
especially public pension funds, as acting against their best interests. Subsequently, these
shareholders began to take a greater interest in their investments. Legal commitments forced upon
US corporate pension funds to 'manage their assets' hastened this process. Out of this, Corporate
governance was inevitably born. Corporate governance is set in the framework and attitudes of
political and social history in the UK. The nineteenth century in the UK saw mostly sole–traders and
partnerships emerging, with the directors usually the owners and management, thus with limited
liability. This brought about a disincentive to expand. But the Acts passed in 1855 and 1862
encouraged these businesses
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Chapter–1 Introduction to Corporate Governance 1.1 Introduction Corporate Governance is a buzz
word in the business world. It is envisioned to enhance the accountability of a concern and to evade
huge disasters before they occur. The concept of corporate governance dived to global attention after
the sudden crashes of Enron, World Com, Xerox, Lehman Brothers, Parmalat, Satyam etc. The
failure of these colossal business houses horrified the corporate world with their unethical and
unlawful operations which affected the employment, finances of national and local government
worldwide and international economy. The history of these scandals have forced all the corporates
to have substantial and clear record of wealth creation and transparency over a period of time.
Integration and globalization of financial markets and a gush of corporate scams have led to the fast
developments within the field. With the continuous growth in the foreign investments in India, the
international investors would assert that the corporations in which they have interest should follow
a "Code of Corporate Governance". In such a scenario, Indian corporates cannot afford to disregard
the best corporate governance practices since India is a developing country. Corporate Governance
has, of course been a highly debated field of enquiry with in the finance discipline for decades.
Several studies emanating from academic and non–academic circles over the years demonstrate that
better corporate
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How Corporate Governance Principles Help Companies Achieve Their Goals

  • 1. This essay is going to talk about the relationship between corporate governance principles and the business development. By comparing the HIH Insurance Limited and the Apple Inc. to find out how effective the corporate governance principles help the companies to achieve their goals. Corporate governance refers to the system which is affecting the command and control of the company. (Yongqiang & Armstrong 2014) Companies can follow the corporate governance principles to ensure they have a better management when they realize the goals. It also includes the management of the funds to make sure the technology and resources dominate actually. Besides, it prevents the separation of ownership and underrun problems, and the relationship between the internal (directors, employees, owners, etc.) and external (government, suppliers, shareholders, customers, etc.) stakeholders are also a part of the corporate governance. The corporate governance structure is the framework of the rules and methods of decision–making in the company 's affairs and allocates the power and responsibility from different participants. It also provides a mechanism to the company to supervise the process of reaching goals. (Christensen, Kent & Stewart 2010) HIH Insurance Limited (HIH) was one of the largest insurance company in Australia. HIH had a broad business, including most kinds of non–life insurance, management of underwriting and investment funds. (Parliament of Australia 2001) According to the Get more content on HelpWriting.net
  • 2. What is Corporate Governance Essays Fraudulent Actions What is corporate governance? Corporate governance refers to the set of systems, principles and processes by which a company is governed. They provide the guidelines as to how the company can be directed or controlled such that it can fulfil its goals and objectives in a manner that adds to the value of the company and is also beneficial for all stakeholders in the long term . This definition seemed more appealing as it gave a broader understanding than the other offered definitions. It explains in plain simple terms what exactly corporate governance is and who it involves. Other definitions were vague and didn't mention some of the participants involved. Corporate governance is a process and a system, and as with any...show more content... The original section 297 legislation contained a double test which was subjective and difficult to prove, as the perpetrator had to be knowingly part of the fraud and also must have had intent to commit the fraud. If a particular person concerned genuinely believed that they had not acted fraudulently, then they would not be regarded as trading fraudulently. This was despite the fact that their behaviour might be considered unreasonable looking at it objectively. Only three cases were successful in Ireland under the original s.297. The first successful case was Re Kelly's Carpetdrome Ltd 1983, where books of the accounts were destroyed, and valuable assets were transferred to connected companies to avoid sale on liquidation. This was the first case on s.297 fraudulent trading and personal liability was imposed. The next case was Re Aluminium Fabricators Ltd 1984. The company had two sets of books, one for the management and one for the revenue. Also, the managers through this deceit were taking Get more content on HelpWriting.net
  • 3. Essay On Corporate Governance ITC Ltd.'s strategy plan for compliance with the current acceptable standards or norms relative to social responsibility today is well thought out, especially for a company that sells potentially dangerous products, and try to meet and listen to all demands and laws in place since the start of their business. Even though in 2014 a new bill was passed for the majority of companies to build accountability and also have the government looking over the private sector (Banerjee, 2013). "The CSR provision requires affected companies to spend at least 2 percent of their average net profits made in the preceding three years on CSR" (Banerjee, 2013). Even though this bill has caused a lot of uproar for companies, ITC has actually already been...show more content... This helps the company stay on track and be prepared for new laws that require companies to invest in CSR. ITC is also a company that makes sure they are taking initiative and being sustainable. The company has managed to be water positive and a carbon positive company (Ojha, n.d.). The company has also been able to "reach... animal husbandry services, education services, and self–help services as part of the efforts of the company to live up to the promise emphasized in its vision" (Ojha, n.d.). Their environmental initiatives are extremely developed and their social initiatives, such as forestry, farms, education of farmers and kids are also nicely developed (Ojha, n.d.). This company's corporate positioning statement says it all: "Enduring Value. For the Nation. For the Shareholders" (Ojha, n.d.). ITC takes the time to think and plan in order for compliance with current acceptable standards or norms relative to social responsibility. The organization's strategy plan for any gaps in social responsibility that might be potential risks to internal and external stakeholders is challenging, but this company certainly does not allow for corruption. On April 1 "India has become the only country in the world with legislated corporate social responsibility (CSR) and a spending threshold of up to $2.5 billion (Rs 15,000 Get more content on HelpWriting.net
  • 4. The scandals at Enron, Global Crossing, Tyco International and WorldCom initiated a fierce dispute over corporate governance practices and executives' ethical behaviours. Since then, both academicians and practitioners tried to found the most suitable corporate governance framework that would enhance the companies' value and would benefit the society as a whole. The difficulties of several apparently prior successful banks (such as Anglo Irish Bank, Northern Rock and Royal Bank of Scotland (RBS)) during the financial crisis reminded us that this dispute is far from over. This paper examines the two main theories that govern the corporate governance principles and looks at which one of them leads to greater company performance: shareholder theory (Agency theory) or the stakeholder theory? There are many definitions of company performance, both financial and nonfinancial. This analysis assumes increasing share value and therefore the market value as a company performance appraisal tool. Finally, the theories are examined from the ethical point of view and its impact on the firms' shares worth. What evidence is there to show that 'good' corporate governance can improve firm performance? Good corporate governance is a vital tool in enhancing market trust and promoting more secure, long–term investments. Shleifer and Vishny (1997) describe corporate governance as a mechanism that addresses the conducts in which lenders to companies guarantee themselves of receiving a Get more content on HelpWriting.net
  • 5. CORPORATE GOVERNANCE Essay CORPORATE GOVERNANCE The Oxford English Dictionary defines 'governance' as 'the act, manner, fact or function of governing, sway, control'. 'To govern' is 'to rule with authority', 'to exercise the function of government', 'to sway, rule, influence, regulate, determine', 'to conduct oneself in some way; curb, bridle (one's passions, oneself)', or 'to constitute a law for'. Governing is, therefore, a whole range of actions, initiatives and response patterns – from rule through influence to self–control and self–regulation. By inference it includes 'driving' as well as 'steering'. Therefore, in seeking to define governance and the purpose it is to acheive, it is necessary to give adequate consideration to its antitheses – 'freedom' and...show more content... Thus Governance involves monitoring and overseeing strategic direction, socioeconomic and cultural contexts, externalities and constituencies of the institution. Thus, the primary goal of governance is making sure the right questions get asked at the right time, at the right place, 'by' the right persons, 'to' the right persons and in the right manner. It is not a coincidence that the worst corporate performers are the ones that had once been so securely on top that they stopped asking questions. Governance is usually delivered through an agreed constitution, through a complex web of customs and practices, underpinned by a shared system of ethics, to a range of stakeholders from the shareholder to the customer in that institution. Styles of governance vary depending on the nature and size of the body concerned. At one extreme is the rule–based style adopted by public sector bodies, which may be concerned with conformity rather than performance. At the other extreme are the churches and clubs where governance is based on trust. Most corporate bodies have an amalgam of both trust and rules in appropriate proportions. The Logic being that trust can only work with open governance. The basic prerequisite to achieving successful and effective governance is the establishment of certain criteria for systematic governance. As a minimum these are likely to Get more content on HelpWriting.net
  • 6. Essay On Corporate Governance Corporate governance has played a very important role in the present economic condition of India. India successfully started its move towards open and welcoming economy in 1991. From then onwards it has seen an amazing upward trend in the size of its stock market, that is, number of listed firms was increasing proportionately. If India wants to attract more countries for foreign direct investments, Indian companies have to be more focused on transparency and Shareholders value maximization. Even though corporate governance practices can be backdated to as early as 1961 around the world, India was lagging behind. It was not until 1991 when liberalization took place and corporate governance established an international context. The most...show more content... We can compare the Sarbanes–Oxley Act of 2002 and Clause 49. Clause 49 was based on the principles of Sarbanes–Oxley Act of 2002. It was developed for the companies listed on the US stock exchanges. As far as the responsibilities of management and number of directors were concerned, they are both the same. They also have same rules regarding insider trading, refusal of loans to directors and so on. The important difference between the two is under Sarbanes–Oxley legislation if fraud or annihilation of reports takes place up to 20 years of imprisonment can be charged, but in case of Clause 49, there is no such condition. Being the controller of the market SEBI can commence a criminal proceeding. If in case SEBI decides to give a severe punishment then it can commence a criminal proceeding or raise the fine for not agreeing with Clause 49, which automatically delists the company. Corporate governance affects corporations as well as countries in different ways such as firms access to outside financing increases, which leads to more investment, better growth opportunities and that causes the job market to flourish. Capital cost is decreased and so the firms are valued at higher cost. Firms can be attracted by this, which directs it to growth and again to reduced unemployment. Wealth is generated by better distribution of resources and good management practices, which is because of better operational performance. Get more content on HelpWriting.net
  • 7. A Summary On Corporate Governance Like de Kluyver argued in his publish (A primer on Corporate Governance, 2009), "there is a presumption that, in making a business decision, the directors acted on an informed basis, in good faith, and in the honest belief that the action was taken in the best interest of the corporation." However, even though the bar has been set, the definition of "best interest of the corporation" is open for every business directors to interpret. In the case of Enron, the rule had been bent so hard that it finally broke. The company was originally established as an energy provider in the US. In 1970s, the CEO of Enron seized the chance of US energy market deregulation and navigated the company into a new and attractive business – energy trading....show more content... Because of the massive company structure, when the bubble broke in 2001, a numerous amount of people took the hit. The stockholders of Enron scandal include company employees, board of directors, Arthur Anderson accounting firm, Vinson & Elkins law firm, and the general public of the society. There were specific internal control protocols and external audit agreements designed to prevent the tragic from happening. However, just like my classmate Likhita said during the class discussion (Thought and Discourse, September 16, 2015), "People will always find the loophole". In terms of internal control failing, first of all, the malfunction of the board of directors would be our primary concern. Enron Board of Directors clearly failed to oversight company operations. In United States Senate Subcommittee report (The role of the board of the directors in Enron's collapse, Permanent subcommittee on investigations, 2002), committee memebrs indicated that "The Board witnessed numerous indications of questionable practices by Enron management over several years, but chose to ignore them to the detriment of Enron shareholders, employees and business associates." Moreover, the Board of Directors directly violated Enron's code of ethics and agreed the company from trading with several SPE (includes LJM1) run by its own CFO, Andrew Fastow. Such transactions were not designed to generate legit business profit, nor providing Get more content on HelpWriting.net
  • 8. Essay On Corporate Governance This was adhered to by a comparable code by the Central Bank of Nigeria in 2000 (CBN, 2006) to deal with corporate governance practices in Nigerian financial institutions. Nevertheless, lessons from the corporate collapses and also losses in the last couple of years with respect relative to banks like Intercontinental Bank Plc, Bank PHB Plc, Societe General Bank, Afri–Bank Plc as well as Oceanic Bank Plc have actually highlighted the function, corporate governance techniques could play in keeping viable organizations and in protecting stakeholders rate of interests. The majority of the business failings that were recorded in the Nigerian banking are instances of the dangers positioned by corporate governance failures. In July 2015, the...show more content... Panel data methodology was adopted because it combined time series and sectional data. The method of analysis is multiple regressions, ratios and percentage analysis. Elements of the external business environment: Business Environment Financial Institutions in Nigeria operate in a highly competitive environment and their key internal strengths and weaknesses are being examined in the context of its industry. A SWOT analysis which summarizes the key issues from the business environment and the strategic capability of an organization that is most likely to impact on strategy development (Johnson, Scholes, and Whittington 2008) will be used to add value to the subject matter. PESTLE Analysis will be used in order to identify the strengths and weaknesses of Financial Institutions and the available threats and opportunities in the competitive market, while taking into consideration various political, economic, social, technological, legal and environmental factors. Strengths Since the recapitalization of the banking sector in 2004 to a minimum of 25 billion Naira, the institution of the Central Bank of Nigeria Code of corporate governance 2000 (2006) and diverse routine gazetted money market guidelines of the Central bank of Nigeria have enhanced the deposit and credit turnover of banks by an average annual increase of 13%. Average annual net assets have also increased by 35% and average annual earnings per share increased by Get more content on HelpWriting.net
  • 9. Corporate Governance Essay Corporate governance is an increasingly important topic in this age of globalisation, it is a global occurrence which in turn makes the subject complex, with issues of ownership, cultural, legal and other structural differences being involved. From this broad scope, it is discernible that the functions of the board are inseparable from the topic of corporate governance and in turn what effect these have and will potentially have on the share price in the future. As with every other aspect of globalisation, its development is not necessarily even across all spheres; "thus some theories may be more appropriate and relevant to some countries than others..." (Mallin 2010, p. 13). In making any assertions on the impact of corporate...show more content... In recent times, the assumption that shareholders will be willing to pay a premium for such shares that are identified as having favourable governance scores is sounding more reasonable due to growing research and reports on the effect of corporate governance on equity value. "Their results clearly support the hypothesis that well–governed companies outperform their poorly governed counterparts. Well–governed companies have higher equity returns, are valued higher and their accounting statements show a better operating performance" (Bauer, Gunster & Otten 2003, p.2) There have been surveys into different companies in the United States and across Europe with the aim of comparing the performance of poorly managed firm against well run ones, the relationship between varying governance standards and the return on shares across FTSE Eurotop 300 showed that across the EU, there was a more visible relationship between governance and firm value, this was attributed to the relatively poorer governance standards available in the which meant that excess returns to corporate governance were much smaller when compared to the UK where corporate governance standards are generally higher.( Bauer, Gunster & Otten ibid p.15) Similarly, further research to establish an empirical relationship between corporate governance and share value looked into Get more content on HelpWriting.net
  • 10. corporate governance Essay Corporate governance is a very poorly defined concept; it covers so many different economic issues. It is difficult to give a first class definition in one sentence. Corporate governance has succeeded in attracting a great deal of interests of the public because of its obvious importance for the economic health of corporations and society in general. As a result, different people have come up with different definitions that basically mirror their special interest in the field. It is difficult to see that this 'disorder' will be any different in the future so the best way to define the concept is perhaps to list a few of the different definitions rather than just mentioning one definition. "Corporate governance is a field in economics...show more content... Critics often proclaim that boards fall sadly in this category and are simply assistants to their chief executive officers (CEOs). They get paid too much, work entirely too little, and have little expertise in corporate governance or possess unacceptable levels of financial literacy. (Booker, 113–116) Governance reform has been a hot topic of discussion since the 1980s, when firms in America faced increased globalization and change, and boards were scrutinized for being puppets of the chief executives. Supporters of reform called for larger independence of directors from the CEO so that the board could make the difficult decisions needed to monitor top management and protect shareholder interests. Before the 1980s, most boards were composed largely of directors who were currently employed by the company of had just retired from the company. Critics proclaimed that directors who "were selected by, reported to, and received paychecks from the CEO could hardly be the most objective management monitors." As a result of these complaints, many boards made changes so that most large company boards are composed of a majority of directors that "are not currently employed by, or retired from, the companies on whose boards the serve." With these changes, however, came the understanding that even Get more content on HelpWriting.net
  • 11. Corporate Governance Essay Corporate Governance Corporate Governance is the relationship between the shareholders, directors, and management of a company, as defined by the corporate character, bylaws, formal policies and rule laws. The corporate governance system was designed to help oversee the decisions and best interest of the shareholders. The system should works accordingly: The shareholders elect directors, who in turn hire management to make the daily executive decisions on the owner's behalf. The company's board of director's position is to oversee management and ensure that the shareholders interest is being served. Corporate governance focus is with promoting enterprise, to improve efficiency, and to address disputes of interest which can force upon...show more content... Boardrooms are changing. Directors can no longer be passive. They must be alert, accountable and active. The board's performance has come under more scrutiny. Shareholders, members and staff expect more from their boards. Individual directors of the corporate governance board should possess all of the following characteristics: Integrity and Accountability Informed Judgment Financial Literacy Mature Confidence High Performance Passion The board as a whole should possess the following core competencies, with each member contributing knowledge, experience and skills in one or more domains. Accounting and Finance Business Judgment Management Crisis Response Industry Knowledge International Markets Strategy & Vision Companies are becoming more involved with corporate governance and they are following more strict rules and guidelines. One major problem is how board members are being elected. Avoid employees for the company seems to be one way to eliminate poor corporate governance committees. They have to try to keep the chief executive officers from loading the board with
  • 12. friendly directors that are close to them. The most difficult change will be electing board members. A major Get more content on HelpWriting.net
  • 13. Corporate governance is a model in which processes and relations by which corporations are controlled and directed. It can also be defined as a system of laws and authoritative approaches by which corporations are directed and controlled. This is achieved by considering the internal and external structures of the corporations. The intentions include monitoring actions of management and directors to moderate agency risks, which may be rooted in the misdeeds of corporate officers. This ensures that these risks and conflicts are prevented and moderated using policies, laws, customs, processes, and institutions that have great impacts on the way a corporation is controlled. This corporate governance has great impacts on firm performance,...show more content... This was evident in the UK Guinness case where chief executive Earnest Saunders paid himself ВЈ3 million without the consent of any other directors (Nini, Smith & Sufi, 2012). There are other problems faced when several people dominate the corporation, as there may be problems in the composition of the different directors. This may be run by minority group of CFO or CEO, who may undertake recruitments and appointments by personal interests, but rather not on the formal procedure, which should be undertaken. Thus, corporate governance should ensure a balance of talents, skills and competence from the numerous specialism's related to the organizations ' situation and age. This is meant to facilitate new people in assisting the planning processes. Remuneration and reward of directors is another target that corporate governance aimed. This was to reduce the excessive bonuses and salaries that directors used to receive. This was undertaken as they believed it was a corporate abuse where such amount of salaries could be offered to other projects and expansions within the corporation (Masulis, Wang & Xie, 2012). Financial reporters and external auditors were reliable of the financial accountabilities of their reports. This ensured that serious litigation would be undertaken in cases of insufficient reporting and accounting issues. This led to great transparency in firms and reduced risks faced by investors (Masulis, Get more content on HelpWriting.net
  • 14. Title: Corporate Governance Assignment topic Option 1 Conduct a review of the governance of your organisation (or one with which you are familiar) in the form of a report to the Chairman (or President) of the Governing Board of Directors. In the brief report use the concepts, tools and techniques learned in this subject to review the structure, process and effectiveness of the governance of the organisation and make recommendations for appropriate improvements. Executive summary This report sets out to review corporate governance at a private company, namely, Paramount Insurance Company. The specific objectives were to identify the relevant codes the organisation follows, why they are important and review the structure, process and...show more content... For the purpose of this report, corporate governance is defined as the relationship that exists between company management, stakeholders and the board. Objectives of the company are usually set, attained and monitored through the structure corporate governance provides. (Balgobin 2008).The Guyana Corporate Code of Governance is similar to the UK codes of corporate governance and the Organisation for Economic Co–operation and Development (OECD 2004).These principles serve as a reference point that can be used by companies to develop their own frameworks for corporate governance that reflect their own circumstances or situations. Composition and criteria at Paramount The Chairman and the Chief Executive Officer There is extensive research on board composition and the importance it places on different aspects of organisation performance. (Kang H, et al 2007). At Paramount the unitary board exists, where according to the textbook, a unitary board is when a company has a single governing body (Tricker 2009). A non– executive director is defined as a person who is not involved in the day to day management of an organisation but rather in business tasks such as strategic planning, and monitoring of executive directors. An executive director tends to be more involved in the managerial aspects of the company. The Chairman and four other directors are independent non–executives, and the CEO and one director are non– executives. Diversity of board Get more content on HelpWriting.net
  • 15. Corporate Governance Sample Home Page 1 of 11 Private Sector Corporate Governance Trust Home Events About Us Principles & Sample Code Global Initiatives Board Principles of Good Corporate Governance Sample Code for Best Practice for Corporate Governance in Kenya SAMPLE CODE OF BEST PRACTICE FOR CORPORATE GOVERNANCE IN KENYA (This sample Code is intended to assist companies develop their own governance codes and is neither prescriptive nor mandatory) Authority and Duties of Shareholders Shareholders of the company shall jointly and severally protect, preserve and actively exercise the supreme authority of the company in general meetings. They have a duty, jointly and severally, to exercise that supreme authority to: ♦ Ensure that only competent and ...show more content... ♦ Structure and organize the company. http://www.corporategovernance.co.ke/principles /Sample%20Code.htm 09/10/2002 Home Page 3 of 11 ♦ Monitor management performance. ♦ Map out the mechanisms for internal and external liaison and communications. ♦ Define how the Board will operate including: What information or reports it requires on a monthly or quarterly basis. How, with what data, and by what means, it will constantly monitor management performance and the financial progress of the company. How it will evaluate its own performance at least once every year. ♦ Ensure that the company is properly managed and for the attainment of lawful objectives. ♦ Ensure that the company's affairs are not managed or conducted in a manner oppressive to any of its shareholders or for fraudulent purposes. ♦ Ensure that the company complies with all statutory requirements. Composition of the Board The Board shall include a balance of executive and non–executive directors (including independent non–executive directors) such that no individual or group of individuals or interests can dominate its decision taking. The Board shall be chaired by an independent director who is not managing the company. There are two key tasks at the top of the company, that of running the Board and that of the Chief Executive responsible for running the company. Therefore as a general rule, there is a clear division of these roles to ensure that a balance of power and authority is Get more content on HelpWriting.net
  • 16. Corporate Governance and Ethics Essay As a CEO of a corporation there is nothing more rewarding then maximizing the wealth of your shareholders, in addition, to increasing the value of the firm. However, it should not be done unethically and jeopardize the financial, social status as well as the reputation of the company, ultimately causing them to suffer in the end. There are systems put into place to avoid such acts that are generally overseen by the board of the directors of organization. In most companies the board of directors consists of shareholders or former employees of the company. Due to the recent scandals in corporate America many companies have acted quickly in actually implementing rules and regulations. They are sometimes referred to as the ethical codes....show more content... Women are known to be a bit more "sensitive" than a man, therefore she' more opted to working or dealing with charitable events due to their dire need of help. I am not implying that companies headed by women are more or least successful than one headed by a man. I am simply implying that they will do better in the "social responsibility aspects of the big picture. Ethical codes are normally adopted by corporation to help set forth the moral structure of a company. They are often set up to help organizations to make the "right" decision in certain situations. Ethical codes generally has three different levels (Wikipedia, 2011), code of ethics (corporate and business ethics), code of conduct (employee ethics), and code of practice (professional ethics). Code of ethics is defined as the general principals of an organization that summarizes their beliefs (QFinance – The Ultimate Resource, 2009). Rodriquez–Dominquez, Gallego–Alvarez, and Garcia–Sanchez (2009) state "recent corporate scandals have demonstrated the need to create internal codes of conduct and apply them to the members of the board of directors and top management in order to uphold the reputation, ethical behavior and integrity of the company". (p.187) According to (Rodriquez–Dominquez, 2009), recent research has shown a positive correlation "between corporate social responsibility and several characteristics of corporate governance". The results also show Get more content on HelpWriting.net
  • 17. Essay On Corporate Governance The corporate governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. In the context of public service or private sector organization, Good Corporate Governance is therefore about ensuring all stakeholders' adherence to organizational policies, procedures and systems. The right to health has been recognized ever since the birth of the United Nations (UN) in 1945. The Charter of the UN urges state parties to respect rights to a higher standard of living and solutions to international health problems. On 7 April 1948 the World Health Organizationwas founded as the custodian of the world policies on health matters. It has 194 Member States of...show more content... However, it is recognized that there is still a lot of ill health that is related to diseases of poverty and ignorance. Of the six WHO regions in the world, the African Region bears the heaviest burden of disease (WHO, 2000). Effective and efficient implementation of national and local policies can reverse this trend. Indeed, the world press (2008) opined that a critical challenge for countries in Africa is to move from policy to action in the health service delivery. This move from policy to action should be grounded on each country addressing its priority health needs and mobilizing its people to improve the state of health service delivery at personal and community levels. According to a World Bank report, Sri Lanka has achieved a remarkable health service delivery as a result of devolution (World Bank 2010). This has been attributed to successful implementation of a credible budget constraint for the hospital; reform to strengthen the accountability of managers for the performance of the hospital through the creation of a board of external directors or trustees, or a hospital authority to supervise the manager; and increased managerial authority with freedom to recruit, promote, set tasks and work hours, and decide on performance rewards and sanctions. Further, Sub–Saharan Africa countries, in translating existing policies into national plans of action, should also Get more content on HelpWriting.net
  • 18. Strengths And Weaknesses Of Corporate Governance A)Corporate Governance is a structure of the company by balancing all the individual, corporation and society interest. It also helps to create relationship between company board, shareholder and stakeholder and have proper functioning of organization to prevent fraud. Board of director in the company is being appointed by the shareholder and was been audit by them if the director managing and operating the business well by reporting or having general meeting. The responsible of the board of director are achieving the company objective, provide leadership and supervising the management and reporting the shareholder about the achievement and problem. All action of the board are subject to laws, regulations and shareholder. There are various theories that underline the development of corporate governance which include Agency theory, Stakeholder theory, Stewardship theory, etc. According to (Jill Solomon, 2013), agency theory is "defined the managers of the company as the 'agents' and the shareholder as the 'principal' ". Which mean that principal hire & assign the decision making and operating to the agent by the their own interest. However in agency theory, most...show more content... In case of Walt Disney, the decision made by Eisner, it does not provide any risk reporting to shareholder, whereby it does not seek agreement of the shareholder that the action made if it is for the best interest of the shareholder or Eisner himself. It recommended to encourage accountability by having a proper risk management controls and strategy. It will help the organization achieving of growth by having a proper planning and evaluation of risk of the impact to have a correct action with agreement of everyone and monitoring all the task regardless of large or small that is delegated. This will help the company to have appropriate system of internal control and increase of accountability within the Get more content on HelpWriting.net
  • 19. The Corporate Governance Of Walmart Walmart is considered as the biggest retailer in United State and opening widely to over the world recently. The priority condition for its success firstly is come from the outstanding players of the corporate governance such as Board of directors and Activist Shareholders. These all creative and responsible leaders are required to possess ability for risk–taking willingness and control in order to govern company. In addition, the activist shareholders actively raise their voice in the policies and strategies' approval. All in all, the excellent corporate governance they made ensures an accountable and integrity system operated. Board of Directors First of all, in Walmart, the Board of director is the most powerful governing authority who are responsible for setting the framework and management structure in general. It is committed to be operated in fairness and integrity in order to ensure the shareholders' trust. Board of directors' internal duty is to control mechanisms for good governance are adequate. This includes setting up legal existence, establishes company's vision, key mission, strategic direction, selecting and appointing chief executives, governing the organization via policies and objectives to guide other agencies following up. All strategic decisions of the corporation would be raised and agreed by the board, such as hiring a CEO, approving to do a major financing or acquisition. Its primary responsibility is protecting shareholders' asset as well as Get more content on HelpWriting.net
  • 20. Essay on Corporate Governance Corporate Governance " Corporate governance – ten years ago the phrase was not used, today it is commonplace. The work of company directors is in the spotlight. The issues are legion: How to improve corporate performance and strategies, how to ensure corporate conformance through executive supervision and accountability, the role of outside directors, audit committees, chairman and CEO, directors' remuneration, German two–tier boards, Japanese boards, institutional, investor power….. " (Corporate Governance, Bob Tricker, 1984) The term 'corporate governance', in recent years has been used in a number or contexts, particularly in relation to that of boards of companies listed on the...show more content... But many countries regard a better corporate governance practices as a way to improve economic dynamism and therefore enhance overall economic performance. Corporate governance issues probably came to the fore in the early 1980's in the United States during the heyday of the corporate take–over activity. Perceiving little support from their institutional shareholders, numerous US Company boards started to initiate protective practices to deter any undesirable take–over bids. While occasionally effective in their primary goal, these measures were seen by some shareholders, especially public pension funds, as acting against their best interests. Subsequently, these shareholders began to take a greater interest in their investments. Legal commitments forced upon US corporate pension funds to 'manage their assets' hastened this process. Out of this, Corporate governance was inevitably born. Corporate governance is set in the framework and attitudes of political and social history in the UK. The nineteenth century in the UK saw mostly sole–traders and partnerships emerging, with the directors usually the owners and management, thus with limited liability. This brought about a disincentive to expand. But the Acts passed in 1855 and 1862 encouraged these businesses Get more content on HelpWriting.net
  • 21. Chapter–1 Introduction to Corporate Governance 1.1 Introduction Corporate Governance is a buzz word in the business world. It is envisioned to enhance the accountability of a concern and to evade huge disasters before they occur. The concept of corporate governance dived to global attention after the sudden crashes of Enron, World Com, Xerox, Lehman Brothers, Parmalat, Satyam etc. The failure of these colossal business houses horrified the corporate world with their unethical and unlawful operations which affected the employment, finances of national and local government worldwide and international economy. The history of these scandals have forced all the corporates to have substantial and clear record of wealth creation and transparency over a period of time. Integration and globalization of financial markets and a gush of corporate scams have led to the fast developments within the field. With the continuous growth in the foreign investments in India, the international investors would assert that the corporations in which they have interest should follow a "Code of Corporate Governance". In such a scenario, Indian corporates cannot afford to disregard the best corporate governance practices since India is a developing country. Corporate Governance has, of course been a highly debated field of enquiry with in the finance discipline for decades. Several studies emanating from academic and non–academic circles over the years demonstrate that better corporate Get more content on HelpWriting.net