...INTRODUCTION ........1 2.0 WHAT IS CORPORATE GOVERNANCE 2 3.0 CORPORATE GOVERNANCE THEORIES…………………….……………..........3 3.1 Fundamental corporate governance theories……………………..……………….3 3.1.1. Agency Theory………………………………………………………………3 3.1.2. Stewardship Theory…………………………………………………………4 3.1.3. Stakeholder Theory………………………………………………………….4 3.1.4. Transaction Cost Theory…………………………………………………….4 3.1.5. Political Theory……………………………………………………….……..5 4.0 NEED FOR CORPORATE GOVERNANCE………….……………………………..5 5.0 PILLARS OF GOOD CORPORATE GOVERNANCE…….......……………………7 5.1 Leadership…………………………………………………………………...…….7 5.2 Appointments to the board…………………………………….…………………..7 5.3 Strategy & values………………………………………………………………….7 5.4 Structure & Organisation………….....……………………………………………8 5.5 Corporate performance……………………………………………………..……..8 5.6 Corporate compliance……………………………………………………………..8 5.7 Corporate communication………...……………………………………………….8 6.0 OVERVIEW OF DEVELOMENTS IN CORPORATE GOVERNANCE………..….8 6.1 Global Initiatives……………………..……………………………………………8 6.2 Corporate Governance in Kenya……………………………………..……………9 7.0 IRRESISTABLE CASE FOR CORPORATE GOVERNANCE………………........11 8.0 CONCLUSION………………………………………………………………………11 REFERENCES………………………………………………………………………..…12 1.0 INTRODUCTION In today’s environment corporate Governance is not a luxury but a dire necessity...
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...What is agency theory? Write down the role of corporate governance in resolving the issue: Solution: Agency Theory: Agency theory shows an association among principal and agent. In this relationship a principal appoint an agent who executes duties on the behalf of principal. Principal gave some sort of power to the agent of making decisions along by keeping in mind his owners interest. Mainly agency theory solves the following two problems: a. Intention of principal and agent are in spar. b. Acceptance of risk from both points of views. Corporate Governance: Corporate governance offer law and regulations, policies and practice to supervise and organize the organizations. They present policies and directions in a proper way that can express the objectives of the organization and its stakeholders. Agency Theory and Corporate Governance: Mainly corporate governance starts with the concept of agency theory. Every person within the association and exterior of it go behind these policies to evade risk and clashes. Corporate governance offer rules and instructions and also classifies responsibilities and rights and duties of stakeholders of an organization. We conclude that corporate governance and agency theory go next to with each other. Role of Corporate Governance: Role of corporate governance in issue resolving...
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...Table of Contents 1. TITLE PAGE 4 EXECUTIVE SUMMARY 6 3. INTRODUCTION: 6 4. CONTEXT OF THE COMPANY: 7 5. WHAT IS CORPORATE GOVERNANCE: 8 6. THE PURPOSE AND BENEFIT OF GOOD GOVERNANCE: 8 7. GUIDING PRINCIPLES OF GOOD GOVERANCE: 9 8. REVIEW OF REPUBLIC BANK LIMITED’S CORPORATE GOVERNANCE: 9 8.1 Organisation Structure: 10 8.2 Republic Bank Limited’s Core Values: 11 8.3 Republic Bank Limited’s Code of Conduct and Ethics: 12 8.4 Corporate Social Responsibility (CSR) in Republic Bank Limited: 12 8.5 Policies and Procedures in Republic Bank Limited: 13 9. CONCLUSION: 13 10. RECOMMENDATION: 14 -15 11. REFERENCES: 16 12. APPENDICES: 17 Appendix I 17 Appendix II 18 Appendix III 19 - 20 Appendix IV 21 - 22 Appendix V 23 TO: THE CHAIRMAN, REPUBLIC BANK LIMITED FROM: CONSULTANT DATE: 03RD MARCH, 2014 SUBJECT: IMPROVING CORPORATE GOVERANCE IN REPUBLIC BANK LIMITED 2. EXECUTIVE SUMMARY It has been established that Organisations need to have a Competitive Advantage to remain viable and profitable. In order to accomplish this, one (1) essential tool is good Corporate Governance. This paper first identifies what good Corporate Governance entails then reviews the Corporate Governance process of Republic Bank Limited (a local banking organisation) utilising the tools, concepts and theories of the governance process identified. Some recommendations have been made to further enhance what the bank currently practices. 3. INTRODUCTION: The extent...
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...Priority When it comes to corporate governance, there is an important topic worthy of discussion, that is, which should be given priority to between shareholders and stakeholders. Enterprises based on different market, cultural, economic and other elements in all countries give a different answer from both in theory and practice. This essay will briefly review the two main points of view and arguments. Then, according to the requirements of the distribution of issue, it will analysis the reason why Anglo Corporations must focus on shareholders, and discuss the characteristics and influence of the management mode with the priority of shareholders. Finally, this paper attempts to evaluate the above views and practices, and gives the appropriate recommendations. All of the above discussion will be carried out under the background and support of corporate governance theory. 1. Literature Review The essence of the problem that who takes priority between shareholders and stakeholders is: the purpose of corporate governance is to realize whose interests, in other words, whom you did it for is the most important issue. On this issue, there are two controversial and representative views. The theory of "shareholders priority" takes the maximization of shareholder`s value as the goal of corporate governance, which is based on the theory of " capital employed labor ", principal-agent theory and the unilateral governance of shareholders. On the contrary, the theory of "stakeholders priority...
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...losses due to fraud. Various academic theories surrounding corporate governance will be explored (agency; stewardship and stakeholder) in examining the investor protection framework within the banking industry. Peter Gourevitch argues that various differing corporate governance models exists globally as a result of differing political climates which shape the rules and regulations that make up a country’s corporate governance model. Erik Berglof and Stijn Claessens argue that enforcement is the key to good corporate governance. However, enforcement is a result of a country’s political system which ultimately decides on the framework for regulation and enforcement. Peter Mulbert discusses corporate governance of banks in a principal-agent framework and that the corporate governance of a bank differs from those of a regular firm. This is contrasted with T.G. Arun and J.D. Turner’s discussion of corporate governance of banks in developing economies. Rafael La Porta et al. in their paper “Investor protection and corporate governance” argue that “that the legal approach is a more fruitful way to understand corporate governance and its reform than the conventional distinction between bank-centered and market-centered financial systems.” They continue to argue in their paper “Law and Finance” that investor protection are usually strongest in common-law based countries as compared to civil-law based countries within a corporate governance framework. This literature review provides...
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...characteristics on corporate social responsibility disclosure by Islamic banks: evidence from Gulf Cooperation Council countries Abdullah Awadh Bukair and Azhar Abdul Rahman Abstract Corporate social activities have become major subjects because of their effects on the quality life of citizens, in particular, and on the society at large. Therefore, today, there is an increase awareness of social responsibility due to the challenges meeting the financial institutions (particularly, Islamic banking) around the world. This paper examines the influence of the board of directors’ characteristics, consisting of board size, board composition, and the separation roles of CEO and chairman, on corporate social responsibility (CSR) disclosure in 53 annual reports of Islamic banks of Gulf Cooperation Council (GCC) countries after controlling of bank size, financial performance and relevant public. Based on the framework of legitimacy theory, the findings show that CSR disclosure has a negative and insignificant relationship with board composition. On contrast, the study found insignificantly and positive association between CSR disclosure and other characteristics of board of directors (board size and the separation roles of CEO and chairman). With regards control variables, the study indicates that bank size and financial performance have a positive and significant influence on CSR disclosure, while relevant public has no effect. Therefore, the results indicate that corporate governance structure...
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...Management Review 2003, Vol. 28, No. 3, 447–465. THE CROSS-NATIONAL DIVERSITY OF CORPORATE GOVERNANCE: DIMENSIONS AND DETERMINANTS RUTH V. AGUILERA University of Illinois at Urbana-Champaign GREGORY JACKSON Research Institute of Economy, Trade and Industry We develop a theoretical model to describe and explain variation in corporate governance among advanced capitalist economies, identifying the social relations and institutional arrangements that shape who controls corporations, what interests corporations serve, and the allocation of rights and responsibilities among corporate stakeholders. Our “actor-centered” institutional approach explains firm-level corporate governance practices in terms of institutional factors that shape how actors’ interests are defined (“socially constructed”) and represented. Our model has strong implications for studying issues of international convergence. Corporate governance concerns “the structure of rights and responsibilities among the parties with a stake in the firm” (Aoki, 2000: 11). Yet the diversity of practices around the world nearly defies a common definition. Internationalization has sparked policy debates over the transportability of best practices and has fueled academic studies on the prospects of international convergence (Guillen, 2000; Rubach & Sebora, ´ 1998; Thomas & Waring, 1999). What the salient national differences in corporate governance are and how they should best be conceptualized remain hotly debated (Gedajlovic...
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...A STUDY OF EFFECT OF CORPORATE GOVERNANCE PRACTICES AND BOARD COMPOSITION ON DIVIDEND PAYOUT POLICIES ON NIFTY 50 COMPANIES (2000-2012) | RESEARCH PROPOSAL, BUSINESS RESEARCH METHODS | | 2/27/2013 2/27/2013 Abstract Purpose: The purpose of this study is to examine the relationship between Corporate Governance practices and corporate dividend policy in India. Design/methodology/approach: Data regarding ownership structure, dividend policies and board composition would be collected for 40 non-financial companies listed on National Stock Exchange in India. The period of investigation has been taken from 2000-2012. Regression models would be run to define the relationship and for estimation purpose. Potential Findings: Based on the some heuristics and back of mind observations it can be seen that board size and composition, extent of ownership of promoters, the amount of free float in the market, firm size and investment opportunities are positively and significantly associated with dividend policies and dividend payout decisions. On the contrary, there are some instances which show a negative relationship between profitability and dividend payouts indicating the need of reinvesting funds. A significant number of independent directors in the board also have an impact on the payout policies, albeit not a significant one. A number of positive NPV investment opportunities also bear a negative relationship with dividend payout as more money is retained to invest...
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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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...Corporate governance Two definitions: 1. ASX CGC: rules, relationship, systems and processes help a company to monitor and assess risk, optimize performance, create value and provide accountability. a) A narrow definition which consistent with agency theory focuses on relationship between company and shareholders. 2. OECD: a system a company can be directed and controlled, specify rights, responsibilities and rules; set and achieve objectives and monitor performance. b) A board definition consider relationship between company and stakeholders 3. Agency theory c) A contract under which one or more person engage another person or persons to perform some service on their behalf d) Agency problem rise because of the conflict of interest between principle and agent e) Three specific problems: i. Managers try to maximize their wealth at the expense of shareholders ii. Tendency for management to focus on short-term performance iii. Different attitude of managers and shareholders towards risk f) Corporate governance structures, policies and relationships can help to overcome these three related agency problems iv. Independent board of directors v. Independent board chair vi. Independent board subcommittees such as audit, remuneration and nomination 4. Stakeholder theory g) Reject the only important relationship is shareholders and managers, but consider...
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...Solutiongo to problem WorldCom scandal was one of the biggest accounting scandals of American corporate history. WorldCom was a U.S based telecommunication company. The WorldCom accounting scandal was disclosed in 2002. The Company had resorted to fraudulent accounting practices for five quarters (four quarters of 2001 and the first quarter of 2002) (The WorldCom Accounting Scandal, 2002). The well-known telecommunication company WorldCom and the accounting, auditing and consultancy enterprise were involved in this big accounting fraud. The corporate scandal of WorldCom ultimately headed the company towards the disgrace that ensued in the biggest bankruptcy in American history. After this act company terminated the service of the top executive including Scott Sullivan (Sullivan), the Chief Financial Officer and David Myers, the Senior Vice President and Controller. The main entity accused of this fraud in the company was the Arthur Anderson WorldCom auditor. The company auditors did the fraud and held Sullivan responsible for this fraud. Sullivan was arrested on charges of frauds and misrepresentation of the accounts. The Arthur main accused of fraud was washing their hand by fired the fact of fraud. He was creating the facts, which shows that he was not aware about the accounting discrepancies (The WorldCom Accounting Scandal, 2002). The auditor made the hole of $4 billion in balance sheet of the company, which created the financial crisis for WorldCom. For overcoming...
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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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...SHC 3083 Business Ethics and Corporate Governance Section 2 Case study on Governance Failure at Satyam NAME | I.C NUMBER | MATRIC. NUMBER | BONG LUI LUI | 910710-15-5078 | AH100063 | EILEEN WONG PAK YEE | 911107-13-6184 | AH100066 | LAI JIA SIN | 901026-05-5500 | AH100072 | LIM SIN RUI | 910412-02-5152 | AH100074 | LINDA CHAN CHIN HUA | 910522-13-5360 | AH100075 | Table of Contents 1 Introduction 1 1.1 Summarization 1 2 Key Player 3 2.1 B. Ramalinga Raju and B. Rama Raju 3 2.2 Rammohan Rao 3 2.3 Auditors 3 2.4 Bank 3 2.5 Gopalakrishnan and Srinivas Talluri 3 3 Main issue 4 3.1 Weakness of corporate governance 4 3.2 Greedy of external parties 4 3.2.1 Pricewaterhouse Coopers (PwC) 4 3.2.2 World Bank Staff 5 4 Implication 6 4.1 Implication towards company 6 4.2 Implication towards stakeholder 7 4.3 Implication towards economy 8 4.4 Conclusion of Implication 8 5 Discussion 9 5.1 Theory of Ethics 9 5.1.1 Governance Failure and Resignation 9 5.1.2 Secretive Whistleblower 10 5.2 Moral Values 11 5.2.1 Responsibility as a chairman 11 5.2.2 Responsibility as board of directors 12 5.2.3 Loyalty and Truthfulness 12 6 Conclusion and Recommendation 14 6.1 Role played by corporate governance mechanism 14 6.2 Responsibilities and ways to prevent fraud 14 References 16 Introduction We are studying a fraud case which happened at Satyam. In this case study, we will divide into few parts to do analysis. First...
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...Year in Industry Module: International Corporate Governance Assignment Title: Critically discus the extent to which you consider the initiatives aimed at corporate governance reform in the UK represent an improvement to the system of corporate governance Date and Time of Submission: 13/11/2014 11:00AM Please ensure that you complete and attach this Submission Form to the front of all work that is submitted online. Before submission, please ensure that your name does not appear anywhere on your work, only your Student ID number. By submitting your work online you are confirming that your work is your own and that you understand and have read the University’s rules regarding plagiarism and the consequences that will arise should you submit plagiarised work. Corporate governance pertains to the implementation of a set of established policies in which influence the way an organisation is managed and the style in which it operates. For policies to be efficiently and effectively implemented the execution of corporate governance is not only vital, but also essential in satisfying an organisations customers, employees, management and the interrelations amongst stakeholders involved (Bhattacharya, 2000). The late 1980s and early 1990s witnessed major upheaval in regards to continuous instances of corporate failure of several prominent UK organisations including Polly Peck, BCCI and Maxwell Communications. These corporate collapses and financial scandals were the...
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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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