The document provides an introduction to corporate governance. It defines a company according to Indian law and outlines key features such as being an incorporated association and having limited liability. Corporate governance is defined as the system used to direct and control a company. It involves the relationship between shareholders, management, and stakeholders. The objectives of corporate governance include transparency, accountability, and increasing shareholder wealth. Key stakeholders in corporate governance are shareholders, employees, customers, and creditors.

1. INTRODUCTIONTO CORPORATE
GOVERNANCE

2. DEFINITION
THE COMPANIES ACT 2013 OF INDIA DEFINES A COMPANY AS “A
REGISTERED ASSOCIATION WHICH IS AN ARTIFICIAL LEGAL PERSON
HAVING AN INDEPENDENT LEGAL, ENTITY WITH A PERPECTUAL
SUCCESSION, A COMMON SEAL FOR ITS SIGNATURES , A COMMON
CAPITAL COMPRISED OF TRANSFERRABLE SHARES AND CARRYING
LIMITED LIABILITY”

3. FEATURES
1. INCORPORATED ASSOCIATION
2. ARTIFICIAL LEGAL PERSON
3. SEPARATE LEGAL ENTITY
4. PERPECTUAL SUCCESSION
5. COMMON SEAL
6. LIMITED LIABILITY

4. GOVERNANCE
THE MANNER OF DIRECTING AND CONTROLLING THE
ACTIONS AND AFFAIRS OF AN ENTITY

5. CORPORATE GOVERNANCE
WORLD BANK DEFINES
CORPORATE GOVERNANCE AS, “ A NATION’S SYSTEM OF
CORPORATE GOVERNANCE CAN BE SEEN AS A METRIX
THAT STRUCTURES THE RELATIONS AMONG OWNERS,
BOARDS AND TOP MANAGERS AND DETERMINES THE
GOALS PURSUED BY THE CORPORATION”

6. CORPORATE GOVERNANCE
ACCORDING TO MILTON FRIEDMAN,
“CORPORATE GOVERNANCE IS TO CONDUCT THE BUSINESS IN
ACCORDANCE WITH OWNERS OR SHAREHOLDERS’ DESIRE, WHILE
CONFIRMING TO THE BASIC RULES OF THE SOCIETY EMBODIED IN
LAW AND LOCAL CUSTOMS”

7. FEATURES OF
CORPORATE GOVERNANCE
1. SYSTEMATIC
2. UNIVERSAL APPLICATION
3. MANAGEMENT
4. POWER AND INFLUENCE
5. TRANSPERANCY
6. PROTECTION OF SHAREHOLDERS’
RIGHTS
7. ACCOUNTABILITY
8. BASED ON ETHICS

8. OBJECTIVES OF
CORPORATE GOVERNANCE
1. TRANSPERANCY AND FULL DISCLOSURE
2. ACCOUNTABILITY
3. EQUITABLE TREATMENT OF SHAREHOLDERS
4. SELF EVALUATION
5. INCREASING SHAREHOLDERS WEALTH

9. OTHER OBJECTIVES
1. ENSURES CORPORATE SUCCESS AND ECONOMIC GROWTH
2. MAINTAINS INVESTORS’ CONFIDENCE
3. LOWER THE CAPITAL COST
4. POSITIVE IMPACT ON SHARE PRICE
5. MINIMIZE WASTAGE, CORRUPTION……..
6. BRAND FORMATION AND DEVELOPMENT

10. NEED & IMPORTANCE
1. CORPORATE SCAMS
2. WIDE SPREAD OF SHAREHOLDERS
3. CHANGING OWNERSHIP
STRUCTURE
4. GREATER EXPECTATION OF
SOCIETY ABOUT CORPORATE
STRUCTURE
5. TAKEOVERS AND MERGERS
6. HUGE INCREASE IN MANAGEMENT
COMPENSATION
7. GLOBALIZATION
8. SOCIAL RESPONSIBILITY
9. SEBI

11. BENEFITS
1. SAFEGUARD THE MONEY OF
INVESTORS
2. ENSURES SUCCESS OF THE
CORPORATE
3. EASY AVAILABILITY OF FUNDS
4. IMPROVES THE COMPANY’S
REPUTATION
5. ENHANCE SUSTAINABILITY
6. MINIMIZE WASTE, RISK,
CORRUPTION & MISMANAGEMENT
7. BUILDS GOOD CORPORATE
CITIZENSHIP
8. GLOBAL ATTRACTION

12. MAJOR STAKEHOLDERS OF A
CORPORATE BODY
A STAKEHOLDER IS ANY PERSON, ORGANISATION, SOCIAL GROUP,OR
SOCIETY AT A LARGE THAT HAS A STAKE IN THE BUSINESS
1. SHARE HOLDERS
2. GOVERNMENT
3. EMPLOYEES
4. CUSTOMERS
5. CREDITORS

13. ROLE OF SHAREHOLDERS IN
CORPORATE GOVERNANCE
“THOSE WHO GET STAKE IN
CORPORATE THROUGH OWNERSHIP”
1. VOTING RIGHT
2. RIGHT TO TRANSFER OWNERSHIP
3. RIGHT TO INSPECT
4. RIGHT TO INFORMATION
5. RIGHT TO DIVIDEND
6. RIGHTS TO SUE
7. APPOINTMENT OF DIRECTORS
8. APPOINTMENT OF AUDITORS
9. RIGHT TO GET COPIES OF
FINANCIAL STATEMENTS

14. DUTIES OF SHAREHOLDERS IN
CORPORATE GOVERNANCE
THEY HAVE NO CONTROL OVER THE DAY TO DAY ACTIVITIES
BUT FOR THE SMOOTH FUNCTIONIG OF A COMPANY REQUIRES
SHAREHOLDER APPROVAL LIKE
CHANGES TO THE CONSTITUTION OF THE COMPANY
DECLARING DIVIDEND
APPROVING THE FINANCIAL STATEMENTS OF THE COMPANY
WINDING UP OF THE COMPANY BY WAY OF VOLUNTARY LIQUIDATION

15. DUTIES OF SHAREHOLDERS IN
CORPORATE GOVERNANCE
THEY MUST ATTEND THE GENERAL MEETINGS
AGM (ANNUAL)
EGM (EXTRAORDINARY)
IF IT IS NOT POSSIBLE TO ATTEND THE GENERAL MEETING CAN ARRANGE
A PROXY FOR THAT
SHAREHOLDER LIABILITY IS LIMITED

16. DUTIES OF SHAREHOLDERS IN
CORPORATE GOVERNANCE
THEY CAN GIVE APPROVAL FOR
CHANGES TO THE CONSTITUTION OF THE COMPANY
DECLARING DIVIDEND
APPROVING FINANCIAL STATEMENTS OF THE COMPANY
WINDING UP OF THE COMPANYBY WAY OF VOLUNTARY LIQUIDATION

17. SEBI GUIDELINES FOR INVESTORS
AND SHAREHOLDERS

18. SEBI GUIDELINES FOR INVESTORS
AND SHAREHOLDERS

19. SEBI GUIDELINES FOR INVESTORS
AND SHAREHOLDERS

20. EMPLOYEES AND CORPORATE
GOVERNANCE
EMPLOYESS INCLUDES MANAGEMENT AND SUBORDINATE STAFF.
THEY DIRECTLY INFLUENCES THE PROFIT OF THE COMPANY.
EMPLOYEES AND OTHER STAKEHOLDERS PLAY A AMJOR ROLE IN
LONG TERM SUCCESS AND PERFORMANCE OF A COMPANY.
 RETURN, JOB SECURITY, MOTIVATION AND SELF ACTUALIZATION,
JOB SATISFACTION,

21. STRATEGIES TO KEEP THE
INTEREST OF EMPLOYEES
PROTECTION THROUGH OTHER LAWS
ENCOURAGE SHAREHOLDER POWER
SUPPORT OF TRADE UNIONS
EMPLOYEES VOICE WITHIN THE CORPORATION
CHANGES IN CORPORATE CULTURE AND NORMS

22. STRATEGIES TO KEEP THE
INTEREST OF EMPLOYEES
1. TRADE UNOINS
oA GROUP THAT REPRESENTS EMPLOYEES TO THE BOARD OF
DIRECTORS.
oTO UNITE WORKFORCE AND CAN ENSURE COMPLAINCE AND
COMMKITMENT TO THE ORGANISATIONS STRATEGY
oMAINTAINING AND CONTROLLING EMPLOYEES
oENSURE THE WORKFORCE ARE IN GOOD WORKING CONDITION
oSERVES AS CHECK AND BALANCES WITHIN THE CORPORATE
GOVERNANCE STRUCTURE

23. STRATEGIES TO KEEP THE
INTEREST OF EMPLOYEES
1. CO-DETERMINATION
oMEANS RIGHT OF WORKERS TO PARTICIPATE IN MANAGEMENTOF
THE COMPANIES THEY WORK FOR.
oIT BROUGHT ABOUT LABOUR PEACE, REDUCED LEVEL OF
UNEMPLOYEMENT AND ADDED TO HIGH GROWTH OF ECONOMY.
oIT INCREASES COOPERATION AND UTILITY OF WORKFORCE
oIT HELPS TO REDUCE THE CONFLICTS IN THE WORKPLACE
oTHE GREATER CORRESPONDENCE BETWEEN WORKERS’ POWERS AND
RESPONSIBILITIES

24. STRATEGIES TO KEEP THE
INTEREST OF EMPLOYEES
1. PROFIT SHARING
IT GIVES THE EMPLOYEES A SHARE OF PROFITS OF A COMPANY
IT MAKES A SENSE THAT THE EMPLOYEES ARE ALSO THE OWNERS
OF COMPANY
ITS AN INCENTIVE PLAN
HELPS TO PROMOTE WORKERS’S EFFICIENCY
TO RAISE PRODUCTIVITY
TO MAKE WORKERS FEEL THAT THEY ARE ALSO THE OWNERS

25. STRATEGIES TO KEEP THE
INTEREST OF EMPLOYEES
1. PROFIT SHARING

26. STRATEGIES TO KEEP THE
INTEREST OF EMPLOYEES
1. EQUITY SHARING