...Subject: Corporate Governance Istanbul Aydin Univeristy Modern Approaches in Management And Organization ISM503 Shahla Gafarova MBA Class Y1112.130010 Plan of Corporate Governance 1. Introduction………………………………………………..………………………………...........3 2. The UK Approach to Corporate Governance… …..………………………………………....4-7 3. Example topic of Corporate Governance: Starbucks….………………………………….. 8-11 4. Summary………………………………………………… ……….…………………………….12 5. References………………………………………………………………………………………..13 Introduction “Corporate Governance denotes direction and control of the affairs of a company and it is the relationship between the owners ,directors and managers.” Scope of CG - IT provides the structure for setting objectives and providing means to attain them. Main features of Corporate Governance - It is a set of system and processes which embraces organization structure. Ensures best interest of the stakeholders Denotes direction leadership explains relationship between directors , owners and managers. Attempts to put a check on working of an organization. Activity time - “Corporate Governance is explain the importance of Corporate Governance. Corporate governance specifies the distribution of rights And responsibililities among different participants in corporations. Corporate governance means a system by which corporate entities are under control and are directed Corporate governance attempts to put a check on the working of the organization. Corporate governance...
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...Application Paper #2 Improved Corporate Governance will improve Japan’s Earning Power Luis C. Mendoza Corporate Governance GB-6215(Online) Spring 2015 18 April 2015 Can improved Corporate Governance improve Japan’s earning power? Tradition and honor in Japan’s culture are very strongest traits which develop the foundations of daily lives and how corporations conduct business. A tradition in Japan is taking an all male work team, salesmen and clients to visit a bar/club after hours that are greeted by a “Hostess”. A “Hostess” is a woman who is paid to flirt with men. These visits are sometimes mandatory which corporations cover fully and label them as “entertainment expenses” (Smith, Japan Flirts with Goverance Reform, 2015). One of Japan’s biggest problems is poor corporate governance (Smith, Bloomberg View, 2015). This is an example and evidence that poor corporate governance to a degree is liable for the potential drought of business investments into Japan’s economy (Smith, Japan Flirts with Goverance Reform, 2015). This is an example of why Japan’s Prime Minister Shinzo Abe’s made a decision to develop and incorporate Abenomics in 2014. Japan, as a society with extreme high value to culture and respect, views and approaches corporate governance has been very different for the past few decades compared to the United States. Japan’s board members are typically internal corporate managers rather than independent directors. Independent directors are very uncommon...
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...Corporate Governance of Commercial Banks in Bangladesh Introduction: The need for corporate governance arises from the potential conflicts of interest among stakeholders in the corporate structure. These conflicts of interest often arise from two main reasons. First, different stakeholders have different goals and preferences. Second, the stakeholders have imperfect information as to each others actions, knowledge, and preferences. Corporate governance (CG) is an important effort to ensure accountability and responsibility and is a set of principles, which should be incorporated into every part of the organization. Though it is viewed as a recent issue, there is, in fact, nothing new about the concept. Because it has been in existence as long as the corporation itself-as long as there has been large – scale trade, reflecting the need for responsibility in the handling money and the conduct of commercial activities. Numerous works, studies, and researches have been conducted to enact principles, codes, and guidelines for ensuring good corporate governance systems and culture within the organizations. Sir Adrian Cadbury in 'Global Corporate Governance Forum’ defined corporate governance as: "Corporate Governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The corporate governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship...
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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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...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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...PFIZER INC. CORPORATE GOVERNANCE PRINCIPLES Role and Composition of the Board of Directors 1. General. The Board of Directors, which is elected by the shareholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the shareholders. It selects the Chief Executive Officer and other members of the senior management team, which is charged with the conduct of the Company’s business. Having selected the senior management team, the Board acts as an advisor and counselor to senior management and ultimately monitors its performance. The function of the Board to monitor the performance of senior management is facilitated by the presence of non-employee Directors of stature who have substantive knowledge of the Company’s business. 2. Succession Planning. The Board also plans for succession to the position of Chief Executive Officer as well as certain other senior management positions. To assist the Board, the Chief Executive Officer annually provides the Board with an assessment of senior managers and their potential to succeed him or her. He or she also provides the Board with an assessment of persons considered potential successors to certain senior management positions. 3. Board Leadership. The independent Directors will annually elect a Chairman of the Board, who may or may not be the Chief Executive Officer of the Company, based on the recommendation of the Corporate Governance Committee as a result of its annual review of the Company’s...
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.................................... 1 Vision and Mission and definition of Corporate Governance ............................ 2 Introduction..................................................................................................... 3 ICSI Map ......................................................................................................... 4 Objectives and Functions ................................................................................. 5 Council and its Committees and Organisation Structure of the ICSI .................. 6 Role of Company Secretary.............................................................................. 7 Career Path.....................................................................................................11 ICSI at your Desktop.......................................................................................13 10. Company Secretary Management Information Center ...................................14 11. Professional Development and Continuing Education .....................................16 12. Publications ....................................................................................................18 13. Memorandum of Understanding (MOU) .........................................................19 14. ICSI's Major Initiatives in Corporate Governance ............................................ 21 15. Centre for Corporate Governance ................................................................. 22 Research...
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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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...Mr. AADIIEETYA KUMAR JHA Corporate Governance: Need & Significance in Nepalese Banking System Meaning and General Concept Corporate governance is a combination of corporate policies and best practices adopted by the corporate bodies to achieve its objectives in relation to their stakeholders. It is also the field of economics, which studies the many issues arising from the separation from ownership and control. The fundamental objective of corporate governance reforms is to enhance transparency and transparency enhances accountability. It is widely recognized that transparency enhances trust among the major players within the governance framework. Various definitions and principles have been introduced to stabilize the corporate governance among corporate entities. The definition presented by some institution is presented below. Corporate governance is the system by which companies are directed and controlled (Cadbury Report-1992) Set of relationships between a company’s management, its boards, its shareholders and other stake holders (OECD Principles) In brief, corporate governance is a set of process a entity's culture, policies, laws and institutional value that affect the way a corporation is directed, administrated or controlled. It is a combination of corporate policies and best practices adopted by corporate bodies in achieving its objectives in relation to their stakeholders. It aims to protect shareholder’s rights, to enhance disclosure and transparency, to facilitate...
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...Corporate governance From Wikipedia, the free encyclopedia Jump to: navigation, search Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, management, and the board of directors. Other stakeholders include labor(employees), customers, creditors (e.g., banks, bond holders), suppliers, regulators, and the community at large. Corporate governance is a multi-faceted subject.[1] An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related but separate thread of discussions focuses on the impact of a corporate governance system in economic efficiency, with a strong emphasis shareholders' welfare. There are yet other aspects to the corporate governance subject, such as the stakeholder view and the corporate governance models around the world (see section 9 below). There has been renewed interest in the corporate governance practices of modern corporations since 2001, particularly due to the high-profile collapses of a number of large U.S. firms such as Enron Corporation and Worldcom. In 2002, the U.S. federal government passed the Sarbanes-Oxley...
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...CORPORATE GOVERNANCE A system of checks and balances between the Board, Management and Investors to produce an efficiently functioning the corporation, ideally geared to produce long term value. ISSUES IN CORPORATE GOVERNANCE * Asymmetry of power * Asymmetry of information * Interests of shareholders as residual owners * Role of owner management * Theory of separation of powers * Division of corporate pie among stakeholders CURRENT STATUS ON CORPORATE GOVERNANCE * Insistence on forms and structures * Overarching regulations * Regulatory overkill * Lack of adequate number of strong, independent directors * Large liabilities for companies and officers Scope of Corporate Governance * “Corporate Governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. The aim is to align as nearly as possible the interest of individuals, corporations and society. * The foundation of any structure of corporate governance is disclosure. Openness is the basis of public confidence in the corporate system and funds will flow to centers of economic activity that inspire trust.” -Sir Adrian Cadbury. * “Shareholders role in governance is to appoint the directors and the auditors. Poor corporate governance has ruined companies...
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...Corporate Governance Issues- Pre and Post financial Crisis By Unnikrishnan. P -ID No. 4317257 Session: Spring Year: 2013 Word Count: 1768 “Corporate governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. The aim is to align as nearly as possible the interests of individuals, corporations and society.” (Sir Adrian Cadbury, UK, Commission Report: Corporate Governance 1992). The concept of Corporate Governance (CG) in this corporate world has gained extra importance after the recent global financial crisis. Trading in the world has history of centuries and so do the existence of companies & business. The structure of company, its practices, the roles of key personnel, organizational behaviour, performance & goals got a new outlook in recent past when the collapse of Big firms such as Worldcom, Enron, Lehman Brothers etc. were witnessed despite their long history in business or their top ranking...
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...Governance Case Study Impetus for Corporate Governance – Corporate governance in Australia was introduced in 2003 when the ASX Corporate Governance Council introduced the “Principles of Good Corporate Governance and Best Practice Recommendation”. The governance regulations introduced by Australia’s ASX came as a result from investors’ concerns in the quality of corporate governance, following the collapse of some major companies, such as HIH, Harris Scarfe, Ansett, and OneTel. Since the guidelines were introduced, Australia’s ASX has issued revisions and updates that were designed to improve corporate governance in Australia and help avoid further collapses of major Australian companies. In contrast, corporate governance guidelines were introduced in South Africa in 1994, with the publication of the “King Report on Corporate Governance”. The introduction of corporate governance guidelines came as a result of democracy taking hold of South Africa and the country’s readmission into the community of nations and the world economy. The King Report was designed to help align the interests of corporations and its many stakeholders, including individuals, companies, and society. The United Kingdom introduced corporate governance guidelines in 1992, with the Cadbury Report on “The Financial Aspects of Corporate Governance”. The guidelines were introduced partly because of the financial situation in Europe, which brought to light the public’s concerns over the standards for...
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...MALAYSIAN CODE OF CORPORATE GOVERNANCE The need for a Code was inspired in part by a desire for the private sector to initiate and lead a review and to establish reforms of standards of corporate governance at a micro level. This is based on the belief that in some aspects, self-regulation is preferable and the standards developed by those involved may be more acceptable and thus more enduring. 1.3 The Code essentially aims to set out principles and best practices on structures and processes that companies may use in their operations towards achieving the optimal governance framework. These structures and processes exist at a micro-level which include issues such as the composition of the board, procedures for recruiting new directors, remuneration of directors, the use of board committees, their mandates and their activities. 1.4 The significance of the Code is that it allows for a more constructive and flexible response to raise standards in corporate governance as opposed to the more black and white response engendered by statute or regulation. It is in recognition of the fact that there are aspects of corporate governance where statutory regulation, is necessary and others where self-regulation, complemented by market regulation is more appropriate. 1.5 The impact the Code will have in raising standards of corporate governance can be seen from the experiences of other jurisdictions. To quote the Hampel Committee1, “... it is generally accepted that implementation...
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...SCOPE OF GOVERNANCE A. Meaning of corporate governance According to Sir Adrian Cadbury, “Corporate Governance is the system by which companies are directed and controlled. The corporate governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. The aim is to align as nearly as possible the interests of individuals, corporations and society. Corporate governance is therefore about what the board of a company does and how it sets the values of the company, and is to be distinguished from the day to day operational management of the company by full-time executives. Corporate Governance is to conduct the business in accordance with owner or shareholders’ desires, which generally will be to maximize shareholders wealth, while conforming to the basic rules of the society embodied in law and local customs” ( laureate Milton friedman) According to OECD( organization for economic cooperation and development) Corporate Governance is a set of relationship between the company ‘s directors, its shareholders and other stakeholders. It also provides the structure through which the objectives of the company are set and the means of obtaining those objectives and monitoring performance are determined. NOTE THAT: there is a difference between corporate governance and management, the latter refers to day-to-day running of a business , while the former refers to rules, regulations and best practices. The...
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