This document summarizes a presentation on corporate governance given to a class. It defines corporate governance and discusses the meaning, objectives, and importance of corporate governance. It also outlines the roles and responsibilities of boards of directors, factors influencing corporate governance, and various committees and codes that have been developed in different countries to improve corporate governance standards and practices.
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
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 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
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.
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.
The framework of rules and practices by which a board of directors ensures accountability, fairness, and transparency in a company's relationship with its all stakeholders (financiers, customers, management, employees, government, and the community).
The corporate governance framework consists of
(1) explicit and implicit contracts between the company and the stakeholders for distribution of responsibilities, rights, and rewards,
(2) procedures for reconciling the sometimes conflicting interests of stakeholders in accordance with their duties, privileges, and roles, and
(3) procedures for proper supervision, control, and information-flows to serve as a system of checks-and-balances.
Corporate governance is the way an organization is governed. It is the method by which companies are directed and managed. It is all about balancing individual and societal objectives, as well as, economic and social goals. Copy the link given below and paste it in new browser window to get more information on Corporate Governance:- http://www.transtutors.com/homework-help/finance/corporate-governance.aspx
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
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.
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.
The framework of rules and practices by which a board of directors ensures accountability, fairness, and transparency in a company's relationship with its all stakeholders (financiers, customers, management, employees, government, and the community).
The corporate governance framework consists of
(1) explicit and implicit contracts between the company and the stakeholders for distribution of responsibilities, rights, and rewards,
(2) procedures for reconciling the sometimes conflicting interests of stakeholders in accordance with their duties, privileges, and roles, and
(3) procedures for proper supervision, control, and information-flows to serve as a system of checks-and-balances.
Corporate governance is the way an organization is governed. It is the method by which companies are directed and managed. It is all about balancing individual and societal objectives, as well as, economic and social goals. Copy the link given below and paste it in new browser window to get more information on Corporate Governance:- http://www.transtutors.com/homework-help/finance/corporate-governance.aspx
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
Ethical marketing and ethics in advertisingMary Titova
"What is the difference between unethical and ethical advertising? Unethical advertising uses falsehoods to deceive the public; ethical advertising uses truth to deceive the public."
It’s not a secret that advertisers often show you the embellished information about their products. So they tell the truth -- but not always the Whole Truth. When you go on a job interview or a first date, you don't assume a false identity - but you probably don't make a full disclosure either. But there are questions how much truth can advertisers conceal and where this ethical advertising ends and unethical advertising begins?
Firstly, let’s define what ethical marketing and ethical advertising really mean.
Ethical marketing is a process through which companies generate customer interest by incorporating social and environmental considerations in products.
Ethical advertising is advertising that is truthful, not offended and is correct in terms of morality and ethics.
There are different unethical advertisings, like deceptive, false, fake advertising, advertising, that doesn’t match public standards, advertising to children and many others.
To illustrate advertising, that doesn’t match public standards, here is the ad for jeans plays off famous Last Supper. This ad had to be withdrawn in Italy and Spain because the predominately Catholic public did not like it. It is ethically wrong, when an ad so clearly violates public standards.
The claims in some ads are not only often outrageous but frequently completely false. For example, In this picture it is easily seen that the advertisement of bigMAC is different from what it actually looks like.
These are the examples of unethical advertising. This OLDTIMER advertisement is rather funny and unethical because some people will have bad feelings about going inside a human body.
There is familiar advertising by Jobsintown. And this is totally unethical. As for me, I have really-really bad feeling about going inside this ad.
It should be said a few words about Fake advertising, too. I’m sure, everyone here knows McDonald’s, but this advertisement is about a MaDonal. Using competitors brand and consumers’ associations is also unethical.
In conclusion it must be said, that ethics in advertising is really important to protect consumers. There are many unethical advertisings in modern business world, and they should be under control. And of course, advertising isn’t unethical if it’s done in right way in terms of morality and ethics.
Thank you
Corporate Governance: Introduction and Meaningrepallegiddaiah
Meaning
Role of Auditors
Role of Board of Directors
Role of Shareholders
Transparency and Disclosure
Corporate Governace Code
Corporate Issues and Need
Notes of Module 5 Corporate Governance
Content
Concept of Corporate Governance
Corporate Governance in India
Objective of Corporate Governance
Features of Corporate Governance
Elements of Corporate Governance
Importance of Corporate Governance
Important Issues in Corporate Governance
Corporate Governance and Agency Theory
Reforming Board of Directors
*Birla Committee
*Naresh Candra Committee
*Narayana Murthy Committee
Bibliography
www.google.com
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1. Faculty of Management Studies Maharshi Dayanand Saraswati University, Ajmer A Presentation on CORPORATE GOVERNANCE Presented by: AnusuyaMehra Harmeet Singh Manish Sharma RajkumarRanwa Roopal Jain VijayMundel Presented in class of: Dr. Ashish Pareek
2. Meaning of corporate governance Corporate governance is the way, a company manages itself in order to ensure fair and equitable returns to all shareholders and other financial stakeholders. The Cadbury Committee report defines it as “the system by which companies are directed and controlled. Corporate governance is the process where by people in power direct, monitor and lead corporation, and thereby either create, modify or destroy the structure and system and under which they operate.
3. Definition Corporate Governance may be defined as a set of systems, processes and principles which ensure that a company is governed in the best interest of all stakeholders. It is the system by which companies are directed and controlled. It is about promoting corporate fairness, transparency and accountability. In other words, 'good corporate governance' is simply 'good business'
9. Concept The concept of corporate governance primarily hinges on complete transparency, integrity and accountability of management. The concept of good corporate governance connotes that ethics as important as economics ,fair play as crucial as financial success , morals as vital as market share.
10. PRINCIPLES :- Right and equitable treatment of shareholder Interests of other stakeholder Role and responsibilities of the board Integrity and ethical behavior Disclosure and transparency
14. Board of Directors Members: Inside directors “Management directors” Officers or executives employed by corporation Outside directors “Non-management directors” May be executives of other firms but not employed by board’s corporation
16. Reasons for growing demand for corporate governance Economic reforms that allowed the growth of free enterprise and freed private investment opportunities. The growing awareness of investors and investors group of their rights. Exposures of domestic private and public sector companies to greater domestic and foreign competition ,which has multiplied choices for consumers and compelled increases in efficiency. The consequential changes in the shareholding pattern of private and public sector companies.
17. Reasons for growing demand for corporate governance continue… The growing importance of institutional investors and public financial institutions, gradually asserting and transforming themselves in their new role as active shareholders rather than as lenders. The stock exchanges becoming increasingly conscious of their roles as self regulatory organizations and exploring the possibility of using the listing agreement as a tool for raising the standard of corporate governance.
18. Measures to improve Corporate Conduct The measures that were suggested for improving corporate conduct included: Improving financial disclosure norms. Making relevant nonfinancial disclosure mandatory. Making the management more accountable towards fulfilling its responsibility to society at large. Changing the composition and functioning of company boards with greater proportion of competent non executive director. Suggesting ways of effective involvement of institutional investors in the management and conduct of the affair of a company. Facilitating free play of market forces in securing a change of management.
19. Code of Conduct for corporate governance… SEBI prescribes that there should be a conduct for board of directors. While drafting the code of conduct for corporate governance for the entire corporate sector following aspects can be kept in view: Prescribing of ethical values which are universally acceptable. Ensuring transparency in functioning. Encouraging discipline. Avoiding conflict of interest. Respecting one another. Loyalty to the organization. Providing motivation. Providing of requisite incentives for efficient and effective functioning.
20. Importance of Corporate Governance Shapes the growth and future of capital market & economy. Instrument of investor’s protection. Protecting the interest of Shareholders and all other stakeholder. Contributes to the efficiency of the business enterprise. Creation of wealth. Enables firm to compete internationally in sustained way. Keeps an eye on the issues of insider training.
21. Pre Requisites…… A proper system, consisting of clearly defined an adequate structure of roles, authority and responsibility. Vision, principles and norms which indicate development path, guidelines and norms for performance. A proper system for guiding, monitoring, reporting and controlling.
26. The search for a new approach to corporate governance… It resulted in the setting up of the: Teadway commission (USA):- It placed great emphasis on the composition and functioning of Board of Directors. The committee report published in October, 1987. Cadbury Committee (UK):- It examined the issue of corporate governance from the point of view of share holder of a company. The committee report published in December, 1992. King Committee (South Africa):- It was setup to develop a code of ethics for business enterprises. The committee report published in November, 1994.
27. Kumar Mangalam Birla Committee 1999 A committee was set up by SEBI under the Chairmanship of Kumar Mangalam Birla to promote and raise standards of corporate governance. The committee in its report observed that “the strong Corporate Governance if indispensable to resilient and vibrant capital markets and is an important instrument of investor protection. It is the blood that fills the veins of transparent corporate disclosure and high quality accounting practices. It is the muscle that moves a viable and accessible financial reporting structure.”
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29. It is sufficient to have compulsory rotation of audit partners in every five years.
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31. Recommendations Disclosure of accounting treatment Audit qualification Risk management – board disclosure Training of board members Use of proceeds of IPO Written code of conduct for executive management Nominee directors-exclusive of nominee directors from the definition of independent director Internal policy on access to audit committees
32. Corporate governance and some Indian organisation Tata group chairman , Ratan Tata, bagged the “Corporate governance” award for the year 2001-02 instituted by the government of India. ICRA assigned an SVG1 rating to the stakeholders value creation and governance practices of Wipro in 2004. Wipro is the first company to be assigned the highest SVG1 rating by ICRA.