This chapter provides an overview of corporate governance by defining it, discussing its evolution, and explaining its relevance. It outlines the key topics to be covered, including definitions of corporate governance from academic and country-specific perspectives. A historical perspective is given on how corporate governance developed from a narrow shareholder focus to a broader stakeholder model. Issues in corporate governance are also highlighted such as board composition and directors' remuneration. The chapter emphasizes that good corporate governance protects stakeholder interests, ensures compliance, and enhances long-term shareholder value and corporate performance.
This presentation talks about meaning of Corporate Governance, models of corporate Governance. It includes Anglo-American, German, Japanese Model of governance.
Go through to know more about the CG & Business Models.
This presentation talks about meaning of Corporate Governance, models of corporate Governance. It includes Anglo-American, German, Japanese Model of governance.
Go through to know more about the CG & Business Models.
Models of Corporate Governance
CORPORATE GOVERNANCE SYSTEMS
Efforts made for Effective Corporate Governance
Cadbury Committee
Sarbanes Oxley Act, 2002
Global Corporate Governance
External Auditor
Trends in Governance in Major MNC’s
India
China
Japan
Other European Model
The OECD Corporate Governance Committee is reviewing the G20/OECD Principles of Corporate Governance. The review was launched in November 2021 and will be completed in 2023. OECD, G20 and FSB members participate in the review, as well as other countries through the Committee’s regional Roundtables (Asia, Latin America and the Middle East and North Africa).
The Terms of Reference and Roadmap agreed by the Corporate Governance Committee sets out the main priorities and timeline for the review. The review’s overall goal is to strengthen the Principles, in particular by adapting relevant elements to the post COVID-19 environment, taking into account any structural effects of the crisis on capital markets and corporate governance practices. The revised Principles will aim to strengthen corporate sector resilience through better risk management and to improve companies’ access to finance from capital markets.
In October 2021, OECD Ministers and G20 Leaders supported the Committee’s decision to review the Principles. Ministers and Leaders “recognised the importance of good corporate governance frameworks and well-functioning capital markets to support the recovery, and looked forward to the review of the G20/OECD Principles of Corporate Governance”.
A public consultation on proposed revisions to the Principles will be held in fall 2022.
Presentation provides an overview of the theoretical concepts in corporate governance, few definitions, methods to measure it and a brief overview of recent developments in corporate governance in the Caribbean.
This presentation slides includes basic definitions to Corporate Governance (CG), Objective to Corporate Governance, Major Constituents of Corporate Governance, Participants to CG, Regulatory bodies in India for CG and Benefit of CG to organizations.
Models of Corporate Governance
CORPORATE GOVERNANCE SYSTEMS
Efforts made for Effective Corporate Governance
Cadbury Committee
Sarbanes Oxley Act, 2002
Global Corporate Governance
External Auditor
Trends in Governance in Major MNC’s
India
China
Japan
Other European Model
The OECD Corporate Governance Committee is reviewing the G20/OECD Principles of Corporate Governance. The review was launched in November 2021 and will be completed in 2023. OECD, G20 and FSB members participate in the review, as well as other countries through the Committee’s regional Roundtables (Asia, Latin America and the Middle East and North Africa).
The Terms of Reference and Roadmap agreed by the Corporate Governance Committee sets out the main priorities and timeline for the review. The review’s overall goal is to strengthen the Principles, in particular by adapting relevant elements to the post COVID-19 environment, taking into account any structural effects of the crisis on capital markets and corporate governance practices. The revised Principles will aim to strengthen corporate sector resilience through better risk management and to improve companies’ access to finance from capital markets.
In October 2021, OECD Ministers and G20 Leaders supported the Committee’s decision to review the Principles. Ministers and Leaders “recognised the importance of good corporate governance frameworks and well-functioning capital markets to support the recovery, and looked forward to the review of the G20/OECD Principles of Corporate Governance”.
A public consultation on proposed revisions to the Principles will be held in fall 2022.
Presentation provides an overview of the theoretical concepts in corporate governance, few definitions, methods to measure it and a brief overview of recent developments in corporate governance in the Caribbean.
This presentation slides includes basic definitions to Corporate Governance (CG), Objective to Corporate Governance, Major Constituents of Corporate Governance, Participants to CG, Regulatory bodies in India for CG and Benefit of CG to organizations.
Unit 3.1 Regulatory Framework - Indian PerspectiveCharu Rastogi
This presentation discusses regulatory framework of international finance from the Indian perspective-FEMA and FERA, foreign trade policy, role of RBI, rupee convertibility, EOU/STPI, SEZ, EPZ.
How to implement a good corporate governance?Adam Greene CPA
The concept of corporate governance refers to a set of principles and standards that determine, on one hand, the design, integration, financial planning and operation of the governing bodies of companies .
“Ensuring Competitive Advantage and Sustainability: an Overview of Obligation...inventionjournals
Corporate Governance is a buzz word in the field of economic administration, regulatory framework and behavioral sciences. The subject of corporate governance has its relevance and significance to varied stakeholders in different ways. In fact, Corporate Governance is a form of obligation, which a corporate body has towards shareholders, employees, customers, Government, Public and towards the Society. Organizations, which are known for good governance by fulfilling all these obligations with a proper blend, are the lead players for the others to follow for securing better and effective competitive advantage. Keeping in mind these varied obligations, Organizations and corporate bodies regularly updating their policies and practices especially for continued competitive advantage but the process of updating is not so easy, they have to find it in a pro-active manner to withstand in the market. The present research paper with this in view aimed at understanding the framework of corporate governance and its role in securing better and effective competitive advantage from the ambit of various stakeholders with a broader consideration from the angle and obligation of Sustainability and Corporate Social Responsibility. Further, the study remarked the changing nature obligations for existence of corporate bodies under dynamic environment. The research paper also differentiated the gap between theory and practice in adoption of sustainability practices. Finally, the research paper ends with some suggestions and ways for better and good governance for organizational sustainability.
CH- 3 CONCEPTUAL FRAMEWORK OF CORPORATE GOVERNANCE Bibek Prajapati
CH- 3 CONCEPTUAL FRAMEWORK OF CORPORATE GOVERNANCE
FOR CS PROFESSONAL, CA, CMA
Definitions of Corporate Governance
• ICSI Principles of Corporate Governance
• Need for Corporate Governance
• Theories of Corporate Governance
• Evolution and Development of Corporate Governance
• Elements of Good Corporate Governance
The root of the word Governance is from ‘gubernate’, which means to steer. Corporate governance would mean to steer an organization in the desired direction. The responsibility to steer lies with the board of directors/governing board.
• Kautilya’s Arthashastra maintains that for good governance, all administrators, including the king were considered servants of the people. Good governance and stability were completely linked. There is stability if leaders are responsive, accountable and removable. These tenets hold good even today.
• Corporate Governance Basic theories: Agency Theory; Stock Holder Theory; Stake Holder Theory; Stewardship Theory
OECD has defined corporate governance to mean “A system by which business corporations are directed and controlled”. Corporate governance structure specifies the distribution of rights and responsibilities among different participants in the company such as board, management, shareholders and other stakeholders; and spells out the rules and procedures for corporate decision making. By doing this, it provides the structure through which the company’s objectives are set along with the means of attaining these objectives as well as for monitoring performance.
Understanding the concept of Corporate governanceHumsi Singh
The presentation gives you an overview of what is corporate governance, its issues, relevance, scope, importance and benefits in today's scenario. This presentation aims to clarify the concept of the views to know the fundamentals of corporate governance and its role in today's market-oriented world.
Acorn Recovery: Restore IT infra within minutesIP ServerOne
Introducing Acorn Recovery as a Service, a simple, fast, and secure managed disaster recovery (DRaaS) by IP ServerOne. A DR solution that helps restore your IT infra within minutes.
Sharpen existing tools or get a new toolbox? Contemporary cluster initiatives...Orkestra
UIIN Conference, Madrid, 27-29 May 2024
James Wilson, Orkestra and Deusto Business School
Emily Wise, Lund University
Madeline Smith, The Glasgow School of Art
Have you ever wondered how search works while visiting an e-commerce site, internal website, or searching through other types of online resources? Look no further than this informative session on the ways that taxonomies help end-users navigate the internet! Hear from taxonomists and other information professionals who have first-hand experience creating and working with taxonomies that aid in navigation, search, and discovery across a range of disciplines.
0x01 - Newton's Third Law: Static vs. Dynamic AbusersOWASP Beja
f you offer a service on the web, odds are that someone will abuse it. Be it an API, a SaaS, a PaaS, or even a static website, someone somewhere will try to figure out a way to use it to their own needs. In this talk we'll compare measures that are effective against static attackers and how to battle a dynamic attacker who adapts to your counter-measures.
About the Speaker
===============
Diogo Sousa, Engineering Manager @ Canonical
An opinionated individual with an interest in cryptography and its intersection with secure software development.
This presentation by Morris Kleiner (University of Minnesota), was made during the discussion “Competition and Regulation in Professions and Occupations” held at the Working Party No. 2 on Competition and Regulation on 10 June 2024. More papers and presentations on the topic can be found out at oe.cd/crps.
This presentation was uploaded with the author’s consent.
2. OBJECTIVESOBJECTIVES
Corporate governance is the new buzzword inCorporate governance is the new buzzword in
corporate and academic circles today. It meanscorporate and academic circles today. It means
several things to several people, depending onseveral things to several people, depending on
the sensitivity of the analyst and his vestedthe sensitivity of the analyst and his vested
interest in it. This chapter gives an overview ofinterest in it. This chapter gives an overview of
the concept, defines it, discusses its evolutionthe concept, defines it, discusses its evolution
and explains its relevance and impact on theand explains its relevance and impact on the
economy.economy.
3. CHAPTER OUTLINECHAPTER OUTLINE
Capitalism at CrossroadsCapitalism at Crossroads
Increasing AwarenessIncreasing Awareness
Global ConcernsGlobal Concerns
What Is Corporate Governance?What Is Corporate Governance?
Governance Is More Than Just BoardGovernance Is More Than Just Board
Processes and ProceduresProcesses and Procedures
A Historical Perspective of CorporateA Historical Perspective of Corporate
GovernanceGovernance
Issues in Corporate GovernanceIssues in Corporate Governance
4. Capitalism at CrossroadsCapitalism at Crossroads
America’s Hall of Shame – 2002America’s Hall of Shame – 2002
Giant corporations such as Enron Worldcom, Dynegy,Giant corporations such as Enron Worldcom, Dynegy,
Waste Management, Adelphia Communications, Tyco,Waste Management, Adelphia Communications, Tyco,
Imclone Systems and Rite Aid failed and were beingImclone Systems and Rite Aid failed and were being
investigated for fraud and malpractices.investigated for fraud and malpractices.
Many of their top executives were penalised forMany of their top executives were penalised for
committing fraud and irregularities.committing fraud and irregularities.
5. Corporate Misgovernance in IndiaCorporate Misgovernance in India
Reasons for Corporate MisgovernanceReasons for Corporate Misgovernance
Indian corporations were insulated. A closed economy,Indian corporations were insulated. A closed economy,
a sheltered market, limited need and access to globala sheltered market, limited need and access to global
business/trade, lack of competition, lack of adequatebusiness/trade, lack of competition, lack of adequate
regulatory framework were all the causes. Besides,regulatory framework were all the causes. Besides,
promoter families ruled the roost. As a result, therepromoter families ruled the roost. As a result, there
were a series of scams.were a series of scams.
Increasing AwarenessIncreasing Awareness
Global ConcernsGlobal Concerns
What is Corporate Governance?What is Corporate Governance?
6. Definitions of Corporate Governance:Definitions of Corporate Governance:
From the Academic Point of ViewFrom the Academic Point of View
““Corporate governance addresses problems that resultCorporate governance addresses problems that result
from the separation of ownership and control.”from the separation of ownership and control.”
From the Angle of Developed Versus Developing CountriesFrom the Angle of Developed Versus Developing Countries
John D. Sullivan: “In developing economies, one mustJohn D. Sullivan: “In developing economies, one must
look to supporting institutions – for example, shoringlook to supporting institutions – for example, shoring
up weak judicial and legal systems in order to betterup weak judicial and legal systems in order to better
enforce contracts and protect property rights.enforce contracts and protect property rights.
Narrow Versus Broad Perceptions of Corporate GovernanceNarrow Versus Broad Perceptions of Corporate Governance
Corporate Governance… is defined narrowly as theCorporate Governance… is defined narrowly as the
relationship of a company to its shareholders or, morerelationship of a company to its shareholders or, more
broadly, as a relationship to society.broadly, as a relationship to society.
(An article in(An article in Financial TimesFinancial Times ))
7. ““Corporate governance is not just corporateCorporate governance is not just corporate
management; it is a much broader concept and includesmanagement; it is a much broader concept and includes
a fair, efficient and transparent administration to meeta fair, efficient and transparent administration to meet
certain well-defined objectives. It is a system ofcertain well-defined objectives. It is a system of
structuring, operating and controlling a company with astructuring, operating and controlling a company with a
view to achieving long-term strategic goals to satisfyview to achieving long-term strategic goals to satisfy
shareholders, creditors, employees, customers andshareholders, creditors, employees, customers and
suppliers and complying with the legal and regulatorysuppliers and complying with the legal and regulatory
requirements, apart from meeting environmental andrequirements, apart from meeting environmental and
local community needs. When it is practised under alocal community needs. When it is practised under a
well-laid out system, it leads to the building of a legal,well-laid out system, it leads to the building of a legal,
commercial and institutional framework and demarcatecommercial and institutional framework and demarcate
the boundaries within which these functions arethe boundaries within which these functions are
performed.”performed.”
(A. C. Fernando. “Corporate Governance – The Time for a(A. C. Fernando. “Corporate Governance – The Time for a
Metamorphosis”,Metamorphosis”, The Hindu BusinesslineThe Hindu Businessline , July 9, 1997.), July 9, 1997.)
8. Different Perceptions in DefinitionsDifferent Perceptions in Definitions
Governance Is More Than Just Board Processes andGovernance Is More Than Just Board Processes and
ProceduresProcedures
The Rights of ShareholdersThe Rights of Shareholders
The Equitable Treatment of ShareholdersThe Equitable Treatment of Shareholders
The Role of Stakeholders in Corporate GovernanceThe Role of Stakeholders in Corporate Governance
Disclosure and TransparencyDisclosure and Transparency
The Responsibilities of the BoardThe Responsibilities of the Board
9. A Historical Perspective of Corporate GovernanceA Historical Perspective of Corporate Governance
From a Narrow to a Broader VisionFrom a Narrow to a Broader Vision
(Shareholder to Stakeholder perspective)(Shareholder to Stakeholder perspective)
The Growth of Modern Ideas of Corporate GovernanceThe Growth of Modern Ideas of Corporate Governance
from the USAfrom the USA
England Catches Up With USEngland Catches Up With US
The Cadbury CommitteeThe Cadbury Committee
The Aftermath of Cadbury ReportThe Aftermath of Cadbury Report
Corporate Governance in the Banking SectorCorporate Governance in the Banking Sector
Revival of Corporate Governance Issues in the New MillenniumRevival of Corporate Governance Issues in the New Millennium
10. Issues in Corporate GovernanceIssues in Corporate Governance
o Distinguishing the Roles of the Board and the ManagementDistinguishing the Roles of the Board and the Management
o Composition of the Board and Related IssuesComposition of the Board and Related Issues
o Separation of the Roles of the CEO and the ChairpersonSeparation of the Roles of the CEO and the Chairperson
o Should the Board Have CommitteesShould the Board Have Committees
o Appointments to the Board and Directors’ Re-electionAppointments to the Board and Directors’ Re-election
o Directors’ and Executives’ RemunerationDirectors’ and Executives’ Remuneration
o Disclosure and AuditDisclosure and Audit
o Protection of Shareholder Rights and Their ExpectationsProtection of Shareholder Rights and Their Expectations
o Dialogue with Institutional ShareholdersDialogue with Institutional Shareholders
o Should Investors have a say in making a Company SociallyShould Investors have a say in making a Company Socially
Responsible Corporate CitizenResponsible Corporate Citizen
11. Relevance of Corporate GovernanceRelevance of Corporate Governance
Managements usually have an information advantage overManagements usually have an information advantage over
others. Good corporate governance will ensure allothers. Good corporate governance will ensure all
stakeholders interests are protected, while their requirementsstakeholders interests are protected, while their requirements
are fulfilled.are fulfilled.
Need for and Importance of Corporate GovernanceNeed for and Importance of Corporate Governance
To maximise long-term shareholder valueTo maximise long-term shareholder value
Governance and Corporate PerformanceGovernance and Corporate Performance
These are very closely inter-relatedThese are very closely inter-related
Investors’ Preference for Good GovernanceInvestors’ Preference for Good Governance
Shareholders are prepared to pay a premium for a companyShareholders are prepared to pay a premium for a company
with good corporate governance practices.with good corporate governance practices.
12. Strategies and Techniques Basic to Sound CorporateStrategies and Techniques Basic to Sound Corporate
GovernanceGovernance
Corporate values, codes, internal control systems etc. areCorporate values, codes, internal control systems etc. are
usefuluseful to ensure flow of capital for combating corruption,to ensure flow of capital for combating corruption,
stakeholderstakeholder protection, ensuring industrialisation and economicprotection, ensuring industrialisation and economic
development.development.
Benefits of Good Corporate Governance to a CorporationBenefits of Good Corporate Governance to a Corporation
Culture within the organisation and industry improvesCulture within the organisation and industry improves
Shareholder confidence improvesShareholder confidence improves
Companies that are seen as well governed get a premium forCompanies that are seen as well governed get a premium for
their stockstheir stocks
Creation and enhancement of a corporation’s competitiveCreation and enhancement of a corporation’s competitive
advantageadvantage
13. Enabling a corporation perform efficiently by preventingEnabling a corporation perform efficiently by preventing
fraud and malpracticesfraud and malpractices
Providing protection to shareholders’ interestProviding protection to shareholders’ interest
Creates additional shareholder value over timeCreates additional shareholder value over time
Enhancing the valuation of an enterpriseEnhancing the valuation of an enterprise
Ensuring compliance of laws and regulationsEnsuring compliance of laws and regulations