The document discusses various aspects of corporate governance including:
1. The history and key concepts of corporate governance such as the separation of ownership and control.
2. The roles of boards of directors, accountants, banks, creditors, shareholders and regulations in ensuring good corporate governance.
3. Emerging issues like the Sarbanes-Oxley Act and reforms in the Philippines.
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.
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.
Corporate governance is "the system by which companies are
directed and controlled". It involves regulatory and market
mechanisms, and the roles and relationships between a
company’s management, its board, its shareholders and other
stakeholders, and the goals for which the corporation is
governed. In contemporary business corporations, the main
external stakeholder groups are shareholders, debt holders,
trade creditors, suppliers, customers and communities affected
by the corporation's activities. Internal stakeholders are the
board of directors, executives, and other employees.
Issues in Corporate Governance: Company Directors – Their Duties According to the Company Law & Corporate Governance.
1. Directors are fiduciaries, i.e. empowered to oversee the management - to ensure that it is effective, honest, and dedicated to managing the company for the benefit of its shareholders and to enhance shareholder value.
2. Rules are largely common law and equitable rather than statutory.
3. As overseers, directors should serve as advisers, monitors, counselors, protagonists, and critics but not as bulldogs
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 recipient of a juris doctor from the University of Illinois-John Marshall Law School in Illinois, Robert Heist is the owner and principal attorney at R. Connor & Associates, P.C. and the Chairman of the Board at Hershey Trust Company and leading the way with corporate governance as a NACD Governance Fellow. Attorney Robert Heist has practiced in the area of general corporate laws, including corporate governance, corporate compliance, and mergers and acquisitions.
Introduction to Corporate Governance Sep 17 2011Demir Yener
Introductory remarks on good corporate governance practices and implications on board performance and rights and responsibilities for Mongolian directors.
Corporate governance is "the system by which companies are
directed and controlled". It involves regulatory and market
mechanisms, and the roles and relationships between a
company’s management, its board, its shareholders and other
stakeholders, and the goals for which the corporation is
governed. In contemporary business corporations, the main
external stakeholder groups are shareholders, debt holders,
trade creditors, suppliers, customers and communities affected
by the corporation's activities. Internal stakeholders are the
board of directors, executives, and other employees.
Issues in Corporate Governance: Company Directors – Their Duties According to the Company Law & Corporate Governance.
1. Directors are fiduciaries, i.e. empowered to oversee the management - to ensure that it is effective, honest, and dedicated to managing the company for the benefit of its shareholders and to enhance shareholder value.
2. Rules are largely common law and equitable rather than statutory.
3. As overseers, directors should serve as advisers, monitors, counselors, protagonists, and critics but not as bulldogs
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 recipient of a juris doctor from the University of Illinois-John Marshall Law School in Illinois, Robert Heist is the owner and principal attorney at R. Connor & Associates, P.C. and the Chairman of the Board at Hershey Trust Company and leading the way with corporate governance as a NACD Governance Fellow. Attorney Robert Heist has practiced in the area of general corporate laws, including corporate governance, corporate compliance, and mergers and acquisitions.
Introduction to Corporate Governance Sep 17 2011Demir Yener
Introductory remarks on good corporate governance practices and implications on board performance and rights and responsibilities for Mongolian directors.
This presentation is about stock exchange.Stock exchange is an organisation and body of individuals whether incorporated or not established for the purpose of assisting,regulating,and controlling of business in buying ,selling and designing securities
DISCUSSING ON VARIOUS RULES AND REGULATIONS MADE BY THE DIFFERENT COMMITTEES WITH RESPECT TO CORPORATE GOVERNANCE SO AS TO MAKE THE COMPANIES IMAGE IN A BETTER WAY FOR THE FUTURE GROWTH AND TO IDENTIFIED BY THE STAKE HOLDERS.
Identification of all areas contributing to problems and determining scope of projects are challenges for many organizations. A method to improve the outcomes can help reduce risk - find out how!
Contents are sourced from different authors including PMBOK 5th Edition.
This is provided for free as part of our Continuing Practice in Project Management Professional Certification. You may download, share but please refrain from commercializing it or altering parts. Thanks.
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Barring truly new ideas
Stimulation the flow of ideas
most people adopt somewhat casual and haphazard approach to the generation of project ideas. To stimulate the flow of ideas, the following are helpful: SWOT Analysis
Clear Articulation of Objectives
Forecasting a conductive climate
Home Learning Week 81.) What is Corporate Social ResponsibilitSusanaFurman449
Home Learning Week 8
1.) What is Corporate Social Responsibility and why are companies engaged in it?
2.) Discuss the evolving phases of Corporate Social Responsibility
3.) Describe Carroll’s four-part definition of CSR and contrast it to Firedman’s “the business of business is business”
4.) Discuss why companies are engaged in Corporate Social Reporting
Senior Seminar in Business Administration
BUS 499
Corporate Governance
Welcome to Senior Seminar in Business Administration.
In this lesson we will discuss Corporate Governance.
Please go to the next slide.
Objectives
Upon completion of this lesson, you will be able to:
Describe how corporate governance affects strategic decisions
Upon completion of this lesson, you will be able to:
Describe how corporate governance affects strategic decisions.
Please go to the next slide.
Supporting Topics
Separation of Ownership and Managerial Control
Ownership Concentration
Board of Directors
Market for Corporate Control
International Corporate Governance
Governance Mechanisms and Ethical Behavior
In order to achieve these objectives, the following supporting topics will be covered:
Separation of ownership and managerial control;
Ownership concentration;
Board of directors;
Market for corporate control;
International corporate governance; and
Governance mechanisms and ethical behavior.
Please go to the next slide.
Separation of Ownership and Managerial Control
What is Corporate Governance
Shareholders
Purchase stock
Managing of their investment risk
Agency Relationships
Problems
Different interests and goals
Managerial Opportunism
Agency Costs
To start off the lesson, corporate governance is defined as a set of mechanisms used to manage the relationship among stakeholders and to determine and control the strategic direction and performance of organizations. Corporate governance is concerned with identifying ways to ensure that decisions are made effectively and that they facilitate strategic competitiveness. Another way to think of governance is to establish and maintain harmony between parties.
Traditionally, U. S. firms were managed by founder- owners and their descendants. As firms became larger the managerial revolution led to a separation of ownership and control in most large corporations. This control of the firm shifted from entrepreneurs to professional managers while ownership became dispersed among unorganized stockholders. Due to these changes modern public corporation was created and was based on the efficient separation of ownership and managerial control.
The separation of ownership and managerial control allows shareholders to purchase stock. This in turn entitles them to income from the firm’s operations after paying expenses. This requires that shareholders take a risk that the firm’s expenses may exceed its revenues.
Shareholders specialize in managing their investment risk. Those managing small firms also own a significant percentage ...
A light explanation of Corporate Governance for those who want to have a quick understanding of the concept. This presentation was designed for a small team of mixed background individuals and enlightened them with the insight on the concept of Governance.
Internal and external institutions and influences of corporateGrace Fatima Abelida
Corporate governance refers to the mechanisms, relations, and processes by which a corporation is controlled and is directed. It involves balancing the many interests of the stakeholders of a corporation. Thus, it is important to know and determine what are the internal and external institutions and influences of a corporate governance.
Senior Seminar in Business Administration BUS 499Corporate.docxedgar6wallace88877
Senior Seminar in Business Administration
BUS 499
Corporate Governance
Welcome to Senior Seminar in Business Administration.
In this lesson we will discuss Corporate Governance.
Please go to the next slide.
Objectives
Upon completion of this lesson, you will be able to:
Describe how corporate governance affects strategic decisions
Upon completion of this lesson, you will be able to:
Describe how corporate governance affects strategic decisions.
Please go to the next slide.
Supporting Topics
Separation of Ownership and Managerial Control
Ownership Concentration
Board of Directors
Market for Corporate Control
International Corporate Governance
Governance Mechanisms and Ethical Behavior
In order to achieve these objectives, the following supporting topics will be covered:
Separation of ownership and managerial control;
Ownership concentration;
Board of directors;
Market for corporate control;
International corporate governance; and
Governance mechanisms and ethical behavior.
Please go to the next slide.
Separation of Ownership and Managerial Control
What is Corporate Governance
Shareholders
Purchase stock
Managing of their investment risk
Agency Relationships
Problems
Different interests and goals
Managerial Opportunism
Agency Costs
To start off the lesson, corporate governance is defined as a set of mechanisms used to manage the relationship among stakeholders and to determine and control the strategic direction and performance of organizations. Corporate governance is concerned with identifying ways to ensure that decisions are made effectively and that they facilitate strategic competitiveness. Another way to think of governance is to establish and maintain harmony between parties.
Traditionally, U. S. firms were managed by founder- owners and their descendants. As firms became larger the managerial revolution led to a separation of ownership and control in most large corporations. This control of the firm shifted from entrepreneurs to professional managers while ownership became dispersed among unorganized stockholders. Due to these changes modern public corporation was created and was based on the efficient separation of ownership and managerial control.
The separation of ownership and managerial control allows shareholders to purchase stock. This in turn entitles them to income from the firm’s operations after paying expenses. This requires that shareholders take a risk that the firm’s expenses may exceed its revenues.
Shareholders specialize in managing their investment risk. Those managing small firms also own a significant percentage of the firm and there is often less separation between ownership and managerial control. Meanwhile, in a large number of family owned firms, ownership and managerial control are not separated at all. The primary purpose of most large family firms is to increase the family’s wealth.
The separation between owners and managers creates an agency relationship. An agency re.
Blog article on the Leonardo Polo Institute of Philosophy Conference held last Sept. 29, 2014 at IESE Madrid and info on the Journal of Polian Studies.
Leonardo polo transcendental anthropologyAliza Racelis
Brief description of Spanish Philosopher Leonardo Polo's "transcendental anthropology". Anthropological Transcendentals: 1) Personal co-existence, 2) Personal freedom, 3) Personal knowledge, 4) Personal Love. http://www.leonardopoloinstitute.org/journal-of-polian-studies.html
I am told by http://www.linkedin.com/pub/maria-blanca-costa-oliana/69/78b/a21 that I have permission from the authors/owners of the slide presentation to share this publicly.
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Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
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This article provides a comprehensive guide on how to
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In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
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𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
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As an Army veteran dedicated to lifelong learning, I bring a disciplined, strategic mindset to my pursuits. I am constantly expanding my knowledge to innovate and lead effectively. My journey is driven by a commitment to excellence, and to make a meaningful impact in the world.
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20. Comparison of shareholders by sector (Data are for 1990, except for France – 1992.) ( Source: Prowse (1995) p. 13 for U.S., & Institute of Fiscal & Monetary Policy, 1996 for other countries; reproduced in “Comparing of Financial Systems”, Franklin Allen & Douglas Gale, Chap. 4 ‘Corporate Governance’, MIT Press, 2001.) Indivi-duals Pension funds Financial Inst’ns Non-fin’l Inst’ns Public sector Foreign indiv’s & Inst’ns Other U.S. 50% 20% 5% 14% 0 5% 6% U.K. 20 31 30 3 4 12 Japan 23 41 25 1 4 6 France 34 23 21 2 20 Germany 17 22 42 5 14
25. Number of members on Boards of Directors ( Source: Institute of Fiscal & Monetary Policy, 1996; reproduced in “Comparing of Financial Systems”, Franklin Allen & Douglas Gale, Chap. 4 ‘Corporate Governance’, MIT Press, 2001.)
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33. 2. The Environment of Corporate Governance: Philippine Corporate Governance: Issues and Reforms (paper by Dr. Erlinda Echanis)
34. An Integrated System of Governance From textbook ‘Corporate Governance’ (2 nd Ed.) by Kim & Nofsinger, Fig. 1.2, p. 7.
51. Corporate Governance Codes around the World Country Law or Recommendation Date Australia Principles of Good Corporate Governance and Best Practice Recommendations March 2003 Austria Austrian Code of Corporate Governance November 2002, updated April 2005 Belgium Belgian Corporate Governance Code December 2004 Brazil Code of Best Practice of Corporate Governance March 2004 Canada National Policy 58-201 Corporate Governance Guidelines December 2003 China The Code of Corporate Governance for Listed Companies in China January 2001 Denmark Revised Recommendations for Corporate Governance in Denmark August 2005 Finland Corporate Governance Recommendations for Listed Companies December 2003 France The Corporate Governance of Listed Corporations October 2003
52. Corporate Governance Codes (continued) Country Law or Recommendation Date Germany The German Corporate Governance Code (The Cromme Code) February 2002, amended May 2003 Greece Principles of Corporate Governance July 2001 Hong Kong Hong Kong Code on Corporate Governance November 2004 Italy Corporate Governance Code (il Codice di Autodisciplina delle società quotate rivisitato) July 2002 Japan Principles of Corporate Governance for Listed Companies April 2004 Netherlands The Dutch corporate governance code December 2003 Norway The Norwegian Code of Practice for Corporate Governance December 2004 Philippines SEC Code of Corporate Governance April 2002 Portugal Recommendations on Corporate Governance November 2003
53. Corporate Governance Codes (continued) Country Law or Recommendation Date Russia The Russian Code of Corporate Conduct April 2002 South Korea Code of Best Practice for Corporate Governance September 1999 Sweden Swedish Code of Corporate Governance Report of the Code Group December 2004 Switzerland Swiss Code of Best Practice for Corporate Governance June 2002 Taiwan Taiwan Corporate Governance Best-Practice Principles 2002 Thailand Code of Best Practice for Directors of Listed Companies October 2002 Turkey Corporate Governance Principles June 2003 United Kingdom The Combined Code on Corporate Governance July 2003