...WEEK 7 SHAREHOLDER ACTIVISM 3. Whether management proposals at the target’s AGM are controversial. * Understanding a target company's defensive measures and a shareholder's procedural rights is key to any solicitation * to determine the existence of matters such as limitations or prohibitions on the ability to call meetings, restrictions on shareholder proposals, the existence of a staggered board, the adoption of a poison pill and other limitations that may significantly increase the expense, timing and ultimately determine the success of a proxy contest * provisions in a company's constituent documents, loan agreements, employment agreements and other material contracts should also be reviewed to determine whether there are change of control or similar provisions and the cost to the company in the event of success. 4. Whether to team up with other shareholders especially institution * Less effective since entity initiating a proxy contest usually does not have majority voting power by themselves and need the voting power of other shareholders. * To gain more power, proxies can also borrow votes by buying shares from other shareholders in return for options which entitle them to purchase the shares back at a lower price than the proxy bought. * In effect the loss the proxy makes is the cost of using their vote. Explain the free rider problem and discuss how this barrier could be overcome. * The proxy who is amassing all votes required to...
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...of mobile telecommunications corporate governance firms in Zimbabwe. By Mugombe Godfrey Background and Introduction The purpose of this study is to provide insight into the association between business performance of the telecommunications sector in Zimbabwe and corporate governance practices as prescribed in the Organization for Economic Cooperation and Development (OECD). It is widely believed that better corporate governance manifest itself in enhanced corporate performance and lead to higher economic growth (Brickley & James, 2011). There are four major players in the mobile telecommunications sector of Zimbabwe namely Econet Wireless Zimbabwe, Telecel Zimbabwe, NetOne and Africom. NetOne is a state controlled entity whilst the other three companies are privately owned with Econet Wireless Zimbabwe commanding the lion’s share of mobile telephone & broadband business in Zimbabwe (Econet Wireless Zimbabwe, 2013). Statement of the problem The major telecommunications companies in Zimbabwe like NetOne, Telecel, Africom and Econet have embraced corporate governance principles and practices since the turn of the new millennium. However, as Ernst & Young (2012) and Gwatiringa (2012) show, wide ranging differences on corporate performance exist in these companies even after the introduction of the multiple currency regime in 2009. It therefore remains unknown to the public stakeholders and the practitioners of corporate governance in general and potential investors...
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...Table of content 1. Question 1 1. Introduce to Corporate Governance 2. Governance makes a Difference 3. Failures of Corporate Governance 4. Failures in Major companies 5. Reform of Corporate Governance 6. Conclusions 2. Question 2 1. Introduce to Cadbury Report 2. Conclusions 3.0 References Question 1 Based on the above it has been stated that “the problem is not a failure to comply with rules but a failure in governance practice”. Do you agree and why? (10 Marks) Introduce to Corporate Governance Corporate governance looks at issues pertaining to transparency, integrity, effectiveness and accountability in the management of the affairs, and all other activities of an organization. Management is concerned with the company’s operations, functions and financial performance; hence, corporate governance aims to involve the quality assurance of the operation of the board itself. The concern is for the welfare, good performance, corporate ethics and morality, as well as social and public responsibility for the good corporate citizenship. Corporate governance also involves in system to ensure that the organization’s obligations to its major stakeholders. The relationship among the many stakeholders and the way of corporation is directed and governed is therefore created. Stakeholders might include customers, employees, creditors, suppliers and distributors, the...
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...Question No. | Answer | 1 | a. Well-developed equity market & dispersed ownership | 2 | c. Voluntary practices | 3 | a. Advertising | 4 | a. Monetary Policy | 5 | c. That portion of bank’s total cash reserves which they are statutorily required to hold with the RBI. | 6 | b. The Greenbury Committee, 1995 | 7 | b. Bank | 8 | d. Harshad Mehta scam, 1992 | 9 | b. Diffused Debt | 10 | a. Director | 11 | b. De Facto | 12 | b. Independent auditors | 13 | a. Ganguly Group | 14 | c. Bribery | 15 | c. The Pluralistic Model | 16 | a. The National Environment Policy, 2004 | 17 | b. Dhanuka Committee | 18 | a. It lays down the framework for creating long-term trust between companies & the external provides of capital | 19 | d. He has to ensure that his work involves exercise of judgment. | 20 | b. Stewardship Theory | Section B: Short Notes | Question | Answer | 11(continued)1(continued) | Clause 49The term ‘Clause 49’ refers to clause number 49 of the Listing Agreement between a company and the Stock Exchanges on which it is listed. The Listing Agreement is identical for all Indian Stock Exchanges, including the NSE and BSE. This clause is a recent addition to the Listing Agreement and was inserted as late as 2000 consequent to the recommendations of the Kumar Mangalam Birla Committee on CG constituted by SEBI in 1999. Clause 49, when it was first added, was intended to introduce some basic CG practices in Indian companies and brought...
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...Manual Corporate Governance SCGOP Contents Foreword 3 1 The mission of the Foundation for Corporate Governance Research for Pension Funds and the purpose of this manual 5 2 Corporate governance in practice in the Netherlands 7 3 Basic principles of corporate governance 11 4 Corporate governance and performance 14 5 Institutional investors and corporate governance 16 6 Formulation of a voting policy 19 7 2 The exercise of voting rights 23 8 Reporting on the implementation of the voting policy and voting behaviour 26 9 Pension fund governance 27 10 Socially responsible investing 28 11 About SCGOP 30 Appendix: Recommendations on Executive Remuneration 32 Foreword Pension funds strive to protect the benefits of their members as effectively as possible from the consequences of inflation. They therefore invest part of their assets in shares. But the accounting scandals over the past few years have severely damaged investors’ confidence in shares. Rebuilding this trust is now a high priority everywhere. Pension funds and other institutional investors are expected to contribute to this rebuilding process. In the Dutch Corporate Governance Code presented by the Tabaksblat Committee on 9 December 2003, the role of the shareholders is described as follows: "The general meeting of shareholders should be able to exert such influence on the policy of the executive board and...
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...Assessment 2: Report Report Question Corporate governance, how a company is run, is becoming an important issue for companies to consider due to numerous recent high-profile corporate failures. As a result, businesses are starting to use a corporate governance statement as a way to communicate their corporate governance practices and promote their ethical credentials to interested parties, such as shareholders. This statement is often incorporated into the company’s annual report. To assist with the development of good corporate governance and clear corporate governance statements the ASX Corporate Governance Council has developed a set of principles and recommendations to guide companies. Explain what corporate governance is and its relationship to business ethics. Select the key principles in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations that focus on ethics and explain how the principle relates to ethics. Evaluate how well your BACC001 Accounting for Business company’s corporate governance statement communicates information related to the ethics focused principles in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. Reading List Corporate Governance Principles and Recommendations (ASX Corporate Governance Council 2010) ‘Corporate Governance and Business Ethics: Insights from the strategic planning experience’ (Bonn & Fisher 2005) ‘Examining Corporate Governance Policies as a Routine...
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...Examination Paper IIBM Institute of Business Management Examination Paper Corporate Governance Section A: OBJECTIVE TYPE (20 marks) MM.50 • • • This section consists of Multiple choice questions. Answer all the questions. Questions carry 1 mark each. 1. In the second version of McKinsey’s model called “the Central model” governance chain is represented by a. Well-developed equity market & dispersed ownership b. Underdeveloped equity market & concentrated ownership c. Well-developed equity market & concentrated ownership d. Underdeveloped equity market & dispersed ownership 2. Corporate governance refers to a combination of law, rules, regulations and a. Value b. Wealth c. Voluntary practices d. Customer Satisfaction 3. ____________, is one of the major tools. Corporations use to direct persuasive communication to target buyers & the public. a. Advertising b. Media c. Press d. None 4. Policy adopted by the monetary authority with respect to the supply of money is called a. Monetary Policy b. Fiscal Policy c. Budgetary Policy d. Economic Policy 5. Cash reserve requirements refer to the a. Purchase & Sale of government securities & other approved securities by the Central bank. b. Changes in bank rate by the Central Bank c. That portion of bank’s total cash reserves which they are statutorily required to hold with the RBI. IIBM Institute of Business Management 1 Examination Paper d. The particular level of liquid ity maintained by commercial banks. 6. This committee...
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...Annals of the University of Petroşani, Economics, 11(1), 2011, 187-196 187 INTERNAL CONTROLS IN ENSURING GOOD CORPORATE GOVERNANCE IN FINANCIAL INSTITUTIONS KOSMAS NJANIKE, MARGARET MUTENGEZANWA, FUNGAI B. GOMBARUME * ABSTRACT: This paper assessed factors that influence the internal controls in ensuring good corporate governance in financial institutions in developing economies with special reference to Zimbabwe. The research paper assessed how lack of internal controls affected good corporate governance and aimed to bring out elements of good corporate governance. It emerged that failure to effectively implement internal controls contributed significantly to poor corporate governance. The study discovered that internal control system overrides and the issue of “fact cat” directors also contributed to poor corporate governance. The study recommended that there is need for the board of directors to guarantee an organizational structure that clearly defines management responsibilities, authority and reporting relationships. There is also need to ensure that delegated responsibilities are effectively carried out to ensure compliance with internal controls of the financial institution concerned. KEY WORDS: internal controls; corporate governance; ethical behaviour. JEL CLASSIFICATION: G21, G28; G30; G38. 1. INTRODUCTION The year period December 31 2003 to December 31 2004 witnessed the collapse of a number of financial institutions in Zimbabwe. This period witnessed a...
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...------------------------------------------------- Learning Journal II: Week 6 to Week 12 Corporate governance is ‘the system by which business corporations are directed and controlled’ (Mucciarone 2012). Milton Friedman argued that “corporate governance is to conduct the business in accordance with the owner or shareholders’ desires, which generally will be to make as much money as possible while conforming to the basic rules of the society embodied in law and local customs (Mucciarone 2012). I’ve learnt now that corporate governance is an integral part of our lives. This was evident during the collapses of Enron and WorldCom in the United States and the collapse of ABC learning in Australia. ABC Learning was a listed company on the Australian Securities Exchange, with market shares worth A$2.5million. In 2008, the company went into administrative receivership and was overwhelmed with massive debts. According to (Kruger 2009), it came to light that ABC Learning employed methods of financial reporting designed to artificially create apparent shareholder value, when, in fact, that shareholder value associated with the child-care licences (91 per cent of net assets) is based entirely on the future net cash flows of the company. ABC Learning’s profits increased rapidly through acquisitions, which should have raised questions about the underlying valuation of assets it acquired - especially given that 70 per cent of its assets were intangibles (Kruger 2009). Dr Philip Ross, the...
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...CORPORATE GOVERNANCE IN NEPALESE FINANCIAL SECTOR: DOES POLICY MATTER? Submitted To Research Committee Research and Consulting Service Department Nepal Administrative Staff College Submitted By Basanta Raj Sigdel Santosh Koirala June, 2015 Copyright: Nepal Administrative Staff College Recommended Citation Sigdel, B.R. & Koirala, S. (2015). Corporate governance in Nepalese financial sector: Does policy matter? Lalitpur, Nepal: Nepal Administrative Staff College. Declaimer: This study is funded by Nepal Administrative Staff College. The opinion expressed in this research report do not represent official position of Nepal Administrative Staff College and are those of the researchers. ACKNOWLEDGEMENT This research paper has been materialized in this form with the help of many individuals and institutions. First, the team extends profound gratitude to the respected respondents of banks and finance companies for their valuable and generous support without which the project would not have been successful. Similarly, we are thankful to the Research Committee of NASC and Research and Consulting Services Department for their continuous guidance, facilitation and support in this endeavor. ABSTRACT The study examines insiders' perspectives on the determinants of corporate governance in the Nepalese financial sector. For this, we use a 5-point Likert scale questionnaire developed by CLSA, modified and contextualized to Nepalese setting. The study...
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...COURSE: CORPORATE GOVERNANCE QUESTION: RELEVANCE OF CORPORATE GOVERNANCE TO A MODERN COMPANY SUBMITTED TO: DR. ONGORO LIST OF ACRONYMS: OECD: Organization for Economic Co-operation and Development QUESTION: DISCUSS THE RELEVANCE OF CORPORATE GOVERNANCE TO THE MODERN COMPANY INTRODUCTION Corporate governance has reached centre-stage in the global agenda. The principles and codes evolved in several countries have furthered the cause of efficiency, transparency and equity particularly in the interest of the shareholders. Sustainable shareholder value has become the mantra for corporate immortality translating eventually into welfare of the society. Corporate governance is based on the relationship between agents and principals (agency theory). Agency theory explains how best the relationship between agents and principals can be tapped for purposes of governing a corporation to realize its goals. The owners of capital (shareholders) are the principals while the agents are the managers. The principals select and put in place both governors (directors) and auditors and ensure effective governance system is implemented whereas the managers are responsible for the day to day operations. Therefore corporate governance involves the way in which the boards oversee the running of a company by its managers and how board members are in turn accountable to shareholders and the company. DEFINITIONS OF CORPORATE GOVERNANCE ...
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...[pic] SOUND FINANCIAL REPORTING IS A GOOD THING FOR BRINGING CONFIDENCE BACK TO THE CORPORATE WORLD Submitted By: Ahmed Shafiul Huq 801414063 Principle of Accounting (EIB505) Section: B Executive Master of Business Administration Submitted To: Mr. Mohammad Rakib Uddin Bhuiyan Assistant Professor Department of International Business Faculty of Business Studies EXECUTIVE SUMMARY A company’s financial reporting amalgamates important documents to create an effective spreadsheet to simplify the financial data of an organization. It captures much of the information that organizations prepare, publish, and use. Financial reporting plays an integral role in the capital markets and economic stability and growth, and efforts to enhance its quality are vital. A Sound Financial Reporting provides us relevant, meaningful, reliable, accurate and comprehensive reporting of management stewardship whether in the form of numbers or other operating data. It is increasingly important for businesses to be financially transparent and for governments to establish a sound regulatory environment for corporate financial reporting. Sound financial reporting can benefit business by some ways just like valuing business, easy to identify...
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...Corporate Ownership & Control / Volume 2, Issue 2, Winter 2005 РАЗДЕЛ 3 УГОЛОК ПРАКТИКА SECTION 3 PRACTITIONER'S CORNER INVESTORS TRUST AFTER PARMALAT SCANDAL: THE ROLE OF CORPORATE GOVERNANCE Giovanni D’Orio Giovanni D’Orio, Department of Economics and Statistics, University of Calabria – Rende (CS) Italy. Contact: gio.dorio@unical.it 1.1. Introduction The collapse of the Parmalat food empire reveals a troubling aspect about Italian capitalism - the lack of effective financial control over its family-owned companies. But was Parmalat scandal a pure problem of corporate governance or was it simply a “fraud”? Bearle and Means (1932 pg. 6) famously explained: “The separation of ownership from control produces a condition where the interests of owner and of ultimate manager may, and often do, diverge ....”. Is this the case? Were the people who invested in bonds and shares of Parmalat savers, investors or what? Which was the role played in the story by Auditors, CONSOB and Bank of Italy? This paper analyse the current situation of the Italian corporate governance and saving system in a critical view trying to find an explanation to the previous questions. 1.2. Corporate Governance and the legislative decree 19/01/03nr. 6: the alternatives The Italian system of corporate governance does not fit in either of the categories of the well-known distinction between bank-based and stock exchange 102 based systems. Instead, it can be ranked among the ...
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...Problems can Effect the Investors Reaction Abstract Adverse Selection and agency problems are the major areas of Concern for both, the investors, and the corporate governance. Company’s good corporate structure can have a positive impact On investors. Our study, with the support of previous studies, tries to prove that the investors are also concerned about the adverse Section and agency problems. This study lacks evidences from the previous researchers regarding the relationship between investor’s reaction and adverse selection and agency problems. Even then it is a good attempt to study the behavior of investors towards investing in the company where the problems of adverse selection and agency problems are present. Key Words: Investors Reaction, Adverse Selection, Agency Problems, Corporate Governance Introduction: This paper describes the reactions of the investors to the corporate governance issues with an emphasis on the situation of agency problems and adverse selection. This paper adds to the existing literature of how investor reacts to different corporate governance issues. The idea is that how adverse selection and agency problems can directly or indirectly affect the investors thinking. Corporate governance has an influence on the investor’s reaction .Many corporate governance issues like board size, outside directors, CEO tenure and other such issues have the impact on investor’s reaction. Investors can react differently to the situations...
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...| Corporate Governance2 CreditsBU.231.720.84 Days and time: Wednesdays. 9:00 am – 12:00 pmSpring 2, 2015 March 25 - May 13, 2015HE BaltimoreRoom #206 | Instructor Dr. Demir Yener Contact Information 1625 Massachusetts Avenue, Washington DC. Office: 206K. Phone Number: (202) 650-6022; E-mail Address: demir.yener@jhu.edu Office Hours Mondays 4:30 – 5:00 pm or by appointment Required Text and Learning Materials: 1) Monks, Robert A.G. and Nell Minow. Corporate Governance (5th Ed. ISBN 978-0-470-97259-5), Wiley-Blackwell, 2011 2) Yener, Demir. Corporate Governance Primer 3) Lecture notes on Corporate Governance by Dr. Yener. 4) Other cases and readings to be distributed through BlackBoard as required. (Please note: the latest edition of the textbook will be adopted if there is one available. Please check out our online bookstore for most updated textbook information http://bookstore.mbsdirect.net/jhu-carey.htm.). Please see other required and recommended readings in the class schedule. Blackboard Site A Blackboard course site is set up for this course. Each student is expected to check the site throughout the semester as Blackboard will be the primary venue for outside classroom communications between the instructors and the students. Students can access the course site at https://blackboard.jhu.edu. Support for Blackboard is available at 1-866-669-6138. Course Evaluation As a research and learning community, the Carey Business...
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