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.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
Corporate Governance is one of the important criteria for foreign institutional investors to decide on which company to invest in. The corporate practices in India emphasize the functions of audit and finances that have legal, moral and ethical implications for the business and its impact on the shareholders
In this presentation i have collected all theories portion for the students as well as teacher
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
Corporate Governance is one of the important criteria for foreign institutional investors to decide on which company to invest in. The corporate practices in India emphasize the functions of audit and finances that have legal, moral and ethical implications for the business and its impact on the shareholders
In this presentation i have collected all theories portion for the students as well as teacher
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.
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.
OBJECTIVES OF CORPORATE GOVERNANCE
● To enhance long term Shareholders value
● To Protect shareholders interest
● To conduct the affairs of the company in a manner that ensure
fairness to customers, employees, investors, vendor. government
etc.
● To Maximize shareholders value
● To build up confidence and increasing the thrust of stakeholders
● To enhance efficiency and effectiveness through fair and transparent means
● To shape the growth and the future capital market
● To Minimize securities scam
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.
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.
OBJECTIVES OF CORPORATE GOVERNANCE
● To enhance long term Shareholders value
● To Protect shareholders interest
● To conduct the affairs of the company in a manner that ensure
fairness to customers, employees, investors, vendor. government
etc.
● To Maximize shareholders value
● To build up confidence and increasing the thrust of stakeholders
● To enhance efficiency and effectiveness through fair and transparent means
● To shape the growth and the future capital market
● To Minimize securities scam
Effective governance is a critically important enabler in achieving “top performer” status. “Governance” is the third topic in a supply chain learning series presented by ScottMadden and Shared Services & Outsourcing Network (SSON). In this session, we focus on the key building blocks of effective supply chain governance models including decision rights, performance metrics, service level agreements, and issue escalation/resolution. In addition, we discuss how to create alignment across an enterprise for a consistent supply chain strategy that clearly differentiates transactional efficiency from higher-value, strategic activities.
Value Addition To Enterpise Through Corporate GovernancePavan Kumar Vijay
This presentation discusses framework of corporate governance, the value of stakeholders in corporate governance value chain. It further enumerates the principles of corporate governance and how these principles of corporate governance can add value to an enterprise.
REVISED CORPORATE GOVERNANCE NORMS RECOMMENDED BY SEBI IN ITS BOARD MEETING HELD ON 13th FEB., 2014.
THESE NORMS WOULD BE APPLICABLE FROM 1st OCT. 2014
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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.
Analysis of Nine Pillars of Corporate Governance Principles for Small and Med...Karan Mahajan, CCRA
The report involved critically analyzing the nine pillars of corporate governance for SMEs in Dubai, providing recommendation for strengthening the principles as well as comparison with OECD Principles of Corporate Governance, Commonwealth Association for Corporate Governance and Corporate Governance principles in India.
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
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Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
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[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
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As a business owner in Delaware, staying on top of your tax obligations is paramount, especially with the annual deadline for Delaware Franchise Tax looming on March 1. One such obligation is the annual Delaware Franchise Tax, which serves as a crucial requirement for maintaining your company’s legal standing within the state. While the prospect of handling tax matters may seem daunting, rest assured that the process can be straightforward with the right guidance. In this comprehensive guide, we’ll walk you through the steps of filing your Delaware Franchise Tax and provide insights to help you navigate the process effectively.
2. Meaning
Corporate:
Of or shared by all the members of a group
Govern
conduct the policy, actions, and affairs
3. Definition of Corporate Governance
Cadbury Committee 1992:
the system by which companies are directed and
controlled"(Cadbury Committee, 1992)
Organisation for Economic Co-operation and
Development (OECD)
"Corporate governance involves a set of relationships
between a company’s management, its board, its
shareholders and other stakeholders. Corporate governance
also provides the structure through which the objectives of the
company are set, and the means of attaining those objectives
and monitoring performance are determined."
4. Shareholders vs Stakeholders
Shareholder: Owners of the company
Stakeholders include:
External Financiers
Employees
Customers
Suppliers
Communities
Governmental bodies
Political groups
Trade associations
Trade unions
5. Need for Corporate Governance
Changing ownership structure
Importance of Social responsibility
Growing number of scams
Good corporate governance also minimizes wastages, corruption, risks
and mismanagement.
Indifference on the part of shareholders
Globalization
Mergers and Takeovers
Brand formation and development.
6. Principles of Corporate Governance
Rights and equitable treatment of shareholders: Organizations
should respect the rights of shareholders and help shareholders to exercise
those rights.
Interests of other stakeholders: Organizations should recognize that
they have legal, contractual, social, and market driven obligations to non-
shareholder stakeholders, including employees, investors, creditors,
suppliers, local communities, customers, and policy makers.
Role and responsibilities of the board: The board needs sufficient
relevant skills and understanding to review and challenge management
performance. It also needs adequate size and appropriate levels of
independence and commitment.
7. Principles of Corporate Governance(contd.)
Integrity and ethical behavior: Integrity should be a fundamental
requirement in choosing corporate officers and board members.
Organizations should develop a code of conduct for their directors and
executives that promotes ethical and responsible decision making.
Disclosure and transparency: Organizations should clarify and make
publicly known the roles and responsibilities of board and management to
provide stakeholders with a level of accountability.
Financial Reporting: They should also implement procedures to
independently verify and safeguard the integrity of the company's financial
reporting.
8. Reasons for birth of modern day Corporate Governance in USA
During the year 2000 to 2002, the United States of America
faced a market value decline of over USD 500 Billion.
The analysis of the root causes of the decline revealed that the
due to the following main reasons, the Companies were unable to
exercise a proper control over their internal as well as external
performances:
On behalf of the investors, the Board of Directors, especially the
Audit Committee is charged with the responsibility of establishing
oversight mechanisms for financial reporting. But in cases of
Companies such as Enron, WorldCom, etc., which were well known
for frauds and other financially unhealthy practices, it was noticed
that the Board Members were unable to understand the Business
complexities due to lack of expertise. In few cases, the Audit
Committee members were not truly independent of Management.
9. Reasons for birth of modern day Corporate Governance in
USA (contd.)
In few companies, Auditors, who were supposed to be the concierge
(caretaker) for investors, performed momentous (significant) non-audit or
consulting work for the Companies they audited.
Banking practices such as lending to a firm sends signals to investors
regarding the firm's risk. For example, several major banks provided large
loans to Enron without understanding the risks of the company. Investors of
these banks and their clients were hurt by such bad loans, resulting in large
settlement payments by the banks.
Stock option and bonus practices, combined with volatility in stock prices for
even small earnings "misses," resulted in pressures to manage earnings.
10. Measures taken by OECD
The OECD Principles of Corporate Governance (2004) describe the
responsibilities of the board; some of these are summarized below:
Board members should be informed and act ethically and in good faith, with due
diligence and care, in the best interest of the company and the shareholders.
Review and guide corporate strategy, objective setting, major plans of action, risk
policy, capital plans, and annual budgets.
Oversee major acquisitions and divestitures.
Select, compensate, monitor and replace key executives and oversee succession
planning.
Align key executive and board remuneration (pay) with the longer-term interests
of the company and its shareholders.
11. Measures taken by OECD (contd.)
Ensure a formal and transparent board member nomination and election
process.
Ensure the integrity of the corporations accounting and financial reporting
systems, including their independent audit.
Ensure appropriate systems of internal control are established.
Oversee the process of disclosure and communications.
Where committees of the board are established, their mandate, composition
and working procedures should be well-defined and disclosed.
12. Problems in Corporate Governance
Demand for information: In order to influence the directors, the
shareholders must combine with others to form a voting group which
can pose a real threat of carrying resolutions or appointing directors
at a general meeting.
Monitoring costs: A barrier to shareholders using good
information is the cost of processing it, especially to a small
shareholder.
Supply of accounting information: Financial accounts form a
crucial link in enabling providers of finance to monitor directors.
Imperfections in the financial reporting process will cause
imperfections in the effectiveness of corporate governance. This
should, ideally, be corrected by the working of the external auditing
process.
13. Corporate Governance Code in Various Countries
United Statement of America: Sarbanes Oxley Act 2002
United Kingdom: UK Corporate Governance Code
India: Clause 49 of the Listing Agreement
Japan: Corporate Governance Code
Australia: Guidance Note 9 of ASX Listing Rules
14. Corporate Social Responsibility
A part of corporate governance
A company’s sense of responsibility towards the community
and environment (both ecological and social) in which it
operates.
Companies express this citizenship through their waste and
pollution reduction processes, by contributing educational and
social programs and by earning adequate returns on the
employed resources.
15. Just as one candle lights another
and can light thousands of other
candles, so one heart illuminates
another heart and can illuminate
thousands of other hearts
-Leo Tolstoy
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