12. Equitable treatment of shareholders: The OECD is concerned with protecting minority shareholders’ rights by setting up systems that keep insiders, including managers and directors, from taking advantage of their roles. Insider trading, for example, is explicitly prohibited and directors should disclose any material interest regarding transactions.
13. The role of stakeholders in corporate governance: the OECD recognizes that there are other stakeholders in companies’ ion addition to shareholders. Banks, bondholders and workers, for example, are important stakeholders in the way in which companies perform and make decision. The OECD guidelines lay out several general provisions for protecting stake holder’s interests.
14. Disclosure and transparency; The OECD lays down a number of provisions for the disclosure and communication of key facts about the company ranging from financial details to governance structures including the board of directors and their remuneration. The guidelines also specify that independent auditors in accordance with high quality standards should perform annual audits.
15.
16.
17. Than 25% investor gives most importance to industry.15% investor gives most importance to share price fluctuation and market capitalisation.
19. Investors give 2nd most preference to Share price fluctuation.35% investors give preference for share price fluctuation at second rank.
20. 15% investor gives preference to Industry, Dividend and market capitalization at second rank.
21. 10% investors give preference to company name and Board of director at second rank for investment in any company.
22. At 3rd rank 35% investor gives preference to company name.15% investor gives preference to share price fluctuation, dividend and market capitalisation at 3rd rank.
23. 10% investors give preference to industry and board of director at 3rd rank.
24. At 4th preferred criteria 25% investors gives preference to board of director and industry.
25. 15% investors give preference to dividend and market capitalisation at 4th rank.
26. 10% investors give preference to company name and share price fluctuation at 4th rank.
27. 30% Investors give 5th most preferred criteria to dividend and board of director.15% investors give preference to market capitalisation at 5th rank.
28. 10% investors give preference to share price fluctuation and company name at 5th rank. 5% investors give preference to industry at this rank.
29. 25% investors give 6th most preferred criteria to market capitalisation and board of director.20% investor prefer share price fluctuation at 6th rank.10% investor preferred dividend, company name and industry at 6th rank.
38. But many investors believe that Indian regulatory system is not efficient enough in implementation of law which are in favour of investors.
39.
40. While 40% replied that grievance committee is efficient. And 10% replied that this committee is below moderate efficient. So, from analysis we can say that grievance committee is efficient enough.
41. From analysis we can say that 45% of investors do the analysis of remuneration committee. Out of these 45% investor 56% investor replied that remuneration committee is moderate efficient.
42. While 22% investor replied that remuneration committee is below moderate efficient and efficient.
43. From analysis we can say that 45% of investors do the analysis of audit committee. Out of these 45% investors, 45% investor replied that audit committee is moderate efficient.
44. While 33% investors replied that audit committee is efficient, and 11% investors replied that audit committee is below moderate efficient and least efficient.
45. Thus from analysis we can say that investors are less satisfied with the work of audit committee compare to grievance and remuneration committee.
46.
47.
48.
49. While only 16% investors replied that it is efficient enough in Indian companies.
51. From analysis of this question we found mix results. Some investors are satisfied with respond of the companies.
52. Current procedure of the companies for resolved shareholders queries is much more efficient than past. Investors get prompt reply from the company side. And that is enough effective and positive reply as per investors view. All requests are time based.
53. While some investors are not satisfied with the respond they get. Specifically they don’t get replied within short time. Its take long time
54.
55. So, majority of investors do not have knowledge about the procedure for selecting director.
56. Even majority of the investors not attend the annual general meeting of the companies.
57. Majority of the investor only concern with the monitory return they get from the investment.
58.
59. It is governed by clause 49 of listing agreement. It consist of disclosure of companies affairs.
60. At present, corporate governance is made compulsory for all listed companies so it reflects value for investors
61. As per the opinion of some CS, current stage of corporate governance is on primary level in India. More rules and policies should be implemented to make its implementation efficient.
62. Current status of corporate governance is much more efficient than past. SEBI, corporate and Investors have become more active on this.
63.
64. While 30% respondent select most efficient regulation by SEBI for corporate governance.
65. Only 20% respondent select moderate regulation by SEBI for corporate governance.
66. Most of respondent says that SEBI works efficiently because of, Disclosure by SEBI are helpful to the investors and in also does not reveal any confidential data from company side.
69. Most respondent agrees that majority of the investors do not analyse the annual report of the companies. We found from the survey that because of lack of knowledge and awareness, shareholders do not analyse the annual reports of the companies.
70. How companies will handle corporate governance, if SEBI liberalize mandatory disclosure of corporate governance:
71. If SEBI liberalize in mandatory disclosure of corporate governance, the companies can eager to comply with the altered corporate governance norms in one hand and it may be not disclosed material information as required for shareholder.
72. Companies will follow the current norms because as such there are no negative sides for companies due to current disclosure by SEBI.
74. These guidelines provide for a set of good practices which may be voluntarily adopted by the Public companies. Private companies, particularly the bigger ones, may also like to adopt these guidelines. The guidelines are not intended to be a substitute for or addition to the Existing laws but is recommendatory in nature.
96. 21) NTPCNot Disclosed:Only Top 10 share holders of the company were not disclosed by NTPC every year. Otherwise 32 disclosures were there in annual reports. Comment:Their performance in disclosed of data is consistent in every year. Company has disclosed all important disclosure for investor.22) L & TNot Disclosed:Only Top 10 share holders of the company were not disclosed by ONGC every year. Otherwise 32 disclosures were there in annual reports. Comment:Their performance in disclosed of data is consistent in every year. Company has disclosed all important disclosure for investor.
97. 23) Sun PharmaNot Disclosed:Top ten shareholders of the CompanyOpportunities and ThreatsRisks and ConcernsComment:Companies over all performance are consistent in every year and company has not disclosed important disclosure for investor.
98. 24) Tata MotorsNot Disclosed:Only Top 10 share holders of the company were not disclosed by TATA motors every year. Otherwise 32 disclosures were there in annual reports. Comment:Their performance in disclosed of data is consistent in every year. Company has disclosed all important disclosure for investor.
99. 25) Maruti Udhyog: Not Disclosed:Top 10 share holders of the companyTranscript of conference/meeting with analystsComment:Companies over all performance are consistent in every year and company has disclosed all important disclosure for investor.
100. 26) M & M Not disclosed:05-07:Top ten shareholders of the CompanyDetails on developments like R&D, restructuring etc.Status of projects announced/approved/money raisedTranscript of conference/meeting with analysts.08- 09:Top ten shareholders of the CompanyStatus of projects announced/approved/money raisedComment:Companies overall performance improve in year 08 and 09.27) Tata Steel:Comment:Tata Steel is the only company in BSE-30 who disclosed every disclosure in every year.28) BHEL:Not Disclosed:Only Top 10 share holders of the company were not disclosed by BHEL every year. Otherwise 32 disclosures were there in annual reports. Comment:Their performance in disclosed of data is consistent in every year. Company has disclosed all important disclosure for investor.29) J.P. Asso.Not Disclosed:Top ten shareholders of the CompanyProduct disclosure about segment-wise information-financial as well as operating detailsComment:Companies over all performance are consistent in every year and company has disclosed all important disclosure for investor.30) Grasim Ind.
101.
102. Main purpose of investment in stock market is High return and Safety.
103. Though safety is one of the major objectives, awareness level of corporate governance in general public was not found even at considerable amount.
105. Out of all other options like, Industry, Price Fluctuations, BOD, Dividend and Market Capitalization, 70% people prefer to check Company Name before investing in stock market. Thus Brand Image of companies is of much important and all functions and policies by their Board of Directors affects company’s image.
106. Satyam Computers- before 1 year, it was one of the most desired companies for investment according to shareholders viewpoint. After the Scam occurred, brand image of the same is ruined in investors’ eyes.
107. Investors do not have any specific choice regarding companies for investment like only specific sector or BSE 30/NSE 50 companies.
108. 35% of Fundamental Analysts only regularly analyze the Annual Reports of the companies.
109. Retail investors do not analyze annual report of the companies because of lack of knowledge, interest and time.
110. 55% believe that Indian regulatory system for security of share holder is efficient.
111. 50% of those who analyze the performance of Grievance Committee believe that it is moderate in terms of efficiency while 40% ranked it Efficient.
112. 56% of those who analyze the performance of Remuneration Committee believe that it is moderate in terms of efficiency while only 22% ranked it Efficient.
113. 45% of those who analyze the performance of Audit Committee believe that it is moderate in terms of efficiency while 33% ranked it Efficient.
119. All Company Secretaries are in opinion that current level of corporate governance in India is at Initial and it must be improved.
120. SEBI has given list of 33 disclosures which are mandatory to be disclosed in annual report of the all listed companies. We have analyzed annual reports of BSE-30 companies for five years. Surprisingly, we found that only TATA Steel has disclosed all disclosures. Only few companies like TCS, RIL, REL, ONGC, SBI, Infosys, ACC, NTPC, BHEL and DLF were there which has not shown one disclosers.
121. ICICI, HUL, ITC were companies which are not showing major disclosures.
122. During this research we also came to know that Corporate Governance of the company is still not consider as one of the important parameter to be taken into consideration before investing in it.
126. Current norms of corporate governance are efficient but at Initial level. There must be improvement in terms of code of conduct of corporate governance.
127. Lack of awareness is found among investors. More and more development programmes should be conduct to improve the awareness level of Investors.
130. Main purpose of corporate governance is safety of investors. It must be taken into consideration as parameter to evaluate before investing.
131. Investors should attend Annual General Meetings of the companies. Independent Directors- who mainly focus on shareholders and their grievances are being appointed in AGM only.