The document discusses corporate restructures and governance. It defines types of restructures like mergers and acquisitions. It then discusses corporate governance, defining it as the application of best management practices and compliance with laws to effectively manage companies and distribute wealth to stakeholders. It also discusses principles of corporate governance like sustainability, accountability, fairness, transparency and independence.

1. CORPORATE
RESTRUCTURES

2. TYPES OF RESTRUCTURERS
• MERGER
• ACQUISITION
• TAKE OVER

11. CORPORATE
GOVERNANCE

12. Corporate Governance
 Corporate Governance is the application of
best management practices, compliance of
law in true letter and spirit and adherence to
ethical standards for effective management
and distribution of wealth and discharge of
social responsibility for sustainable
development of all stakeholders.

13. Corporate Governance
 Relationships among various participants in
determining the direction and performance of
a corporation.
 Effective management of relationships among
– Shareholders
– Managers
– Board of directors
– employees
– Customers
– Creditors
– Suppliers
– community

14. Why Corporate Governance?
 Better access to external finance
 Lower costs of capital – interest rates on
loans
 Improved company performance –
sustainability
 Higher firm valuation and share performance
 Reduced risk of corporate crisis and scandals

15. Principles of Corporate Governance
 Sustainable development of all stake
holders- to ensure growth of all individuals
associated with or effected by the enterprise
on sustainable basis
 Effective management and distribution of
wealth – to ensue that enterprise creates
maximum wealth and judiciously uses the
wealth so created for providing maximum
benefits to all stake holders and enhancing its
wealth creation capabilities to maintain
sustainability

16.  Discharge of social responsibility- to ensure that
enterprise is acceptable to the society in which it is
functioning
 Application of best management practices- to
ensure excellence in functioning of enterprise and
optimum creation of wealth on sustainable basis
 Compliance of law in letter & spirit- to ensure value
enhancement for all stakeholders guaranteed by the
law for maintaining socio-economic balance
 Adherence to ethical standards- to ensure
integrity, transparency, independence and
accountability in dealings with all stakeholders

17. Four Pillars of Corporate Governance
 Accountability
 Fairness
 Transparency
 Independence

18. Accountability
 Ensure that management is accountable to the
Board
 Ensure that the Board is accountable to
shareholders

19. Fairness
 Protect Shareholders rights
 Treat all shareholders including
minorities, equitably
 Provide effective redress for violations

20. Transparency
• Ensure timely, accurate disclosure on all
material matters, including the financial
situation, performance, ownership and
corporate governance

21. Independence
 Procedures and structures are in place so as
to minimise, or avoid completely conflicts of
interest
 Independent Directors and Advisers i.e. free
from the influence of others

22. Presented
by