...CORPORATE GOVERNANCE MANUAL First Edition IFC Advisory Services in Indonesia In Partnership with: THE INDONESIA CORPORATE GOVERNANCE MANUAL First Edition Jakarta, January 2014 i Disclaimer IFC, a member of the World Bank Group, creates opportunity for people to escape poverty and improve their lives. We foster sustainable economic growth in developing countries by supporting private sector development, mobilizing private capital and providing advisory services. The Indonesia Corporate Governance Manual (CG Manual) was commissioned by IFC as part of the Indonesia Corporate Governance Program that IFC is implementing in Indonesia since 2012. This manual is distributed with the understanding that neither the authors, nor the organizations, countries they represent, nor the publisher are engaged in rendering legal or financial advice. The material in this Manual is set out in good faith for general guidance, and no liability can be accepted for any possible loss or expense in incurred as a result of relying on the information contained herein. This publication is not intended to be exhaustive. It should not be relied upon as a basis for formulating business decisions. On all financial issues and questions, an accountant, auditor, or other financial specialist should be consulted. A lawyer should be consulted on all legal issues and questions. As the laws in the Republic of Indonesia are constantly changing, legal rules referred to herein may be...
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...Corporate Governance Blueprint 2011 Towards Excellence in Corporate Governance Suruhanjaya Sekuriti Malaysia 3 Persiaran Bukit Kiara Bukit Kiara 50490 Kuala Lumpur Malaysia Tel: 603-6204 8000 Fax: 603-6201 5078 www.sc.com.my Copyright © July 2011 Securities Commission Malaysia All rights reserved. No part of this publication may be reproduced, stored in or introduced into a retrieval system, or transmitted in any form or by any means (graphical, electronic, mechanical, photocopying, recording, taping or otherwise), without the prior written permission of the Securities Commission Malaysia. Perpustakaan Negara Malaysia Corporate governance blueprint 2011 : towards excellence in corporate governance Bibliography : p. 77 ISBN 978–983–9386–67–7 1. Corporate governance--Malaysia. 2. Industrial management. 1. Suruhanjaya Sekuriti Malaysia. 658.4009595 Cataloguing-in-Publication Data This book is printed using eco-friendly recyclable and bio-degradable paper CONTENTS FOREWORD BY MINISTER OF FINANCE II, MALAYSIA MESSAGE FROM CHAIRMAN OF THE SECURITIES COMMISSION MALAYSIA INTRODUCTION CHAPTER 1 v vii 1 5 SHAREHOLDER RIGHTS CHAPTER 2 13 ROLE OF INSTITUTIONAL INVESTORS CHAPTER 3 21 THE BOARD’S ROLE IN GOVERNANCE – – – – ROLES AND RESPONSIBILITIES INDEPENDENCE OF THE BOARD COMPOSITION OF THE BOARD COMMITMENT OF BOARD MEMBERS 43 CHAPTER 4 DISCLOSURE AND TRANSPARENCY CHAPTER 5 53 ROLE OF GATEKEEPERS AND INFLUENCERS CHAPTER 6 61 PUBLIC AND...
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...in European studies and law and a Masters degree in trade, corporate governance and European law; in highly recognisable UK universities. Currently I am undertaking a full time Masters degree in Business law in one of the best UK and world universities. I am an experienced researcher and I have worked on different research projects demanding law elements from UK and other jurisdictions. In addition I have more than a year's legal work experience providing the law firm's clients with high quality legal research documents. I have an eye for perfection. It will be a pleasure to work for you. Sample Do the UK Combined Code on Corporate Governance and the legislative framework regulating Listed PLC's in the UK effectively address the problems revealed by the corporate scandals of recent times? Introduction> In UK there are the sole trader, the partnerships, the companies and the joint venture, structure businesses. For the sole trader and the partnerships because the businesses are controlled by the owners and they work for the benefit of the owners, it has not been necessary to have increased measures for the protection of the owners benefit. In the companies though that it is a different legal entity, not related to the persons that initially established it, there is a need for human representatives that would manage the company in benefit for the shareholders and stakeholders. The management of the company is on the hands of the board of directors and the general meeting. The...
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...As you have seen already, companies have always been subject to quite strict regulation. Thus there are detailed requirements in relation to company formation, corporate administration and corporate finance. Despite all this regulation a number of issues have continued to cause considerable unrest and political controversy. The main concerns have centred on the apparent lack of effective control of directors of public listed companies which have manifested themselves in perceived excessive remuneration packages and mismanagement leading to a number of high-profile corporate collapses. Public listed companies employ thousands of employees and are the recipients of billions of pounds in investment by individuals and institutional investors such as pension funds. It follows that all governments, in the UK, in Europe and throughout the world, consider it crucial that public confidence in such companies is maintained. The attempts to effectively control the remuneration of directors and the activities of directors in their management of public companies so as to avoid high profile scandals are known as corporate governance. It should be noted that corporate governance is not static, but rather develops to meet the urgent issues of the day. Thus, for example, the effect of corporate activities upon the environment now falls to be included within the ambit of corporate governance. What is Corporate Governance? The term “corporate governance” is not defined by legislation...
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...Efficacy of Corporate Governance Contents 1. Definition of Corporate Governance 2. History of Corporate Governance – Pre and Post Liberalization 3. Objectives of Corporate Governance 4. Need of Corporate Governance 5. Framework of Corporate Governance 6. Principles of Corporate Governance in India and in the World 7. Merits and Demerits of Corporate Governance 8. Impact of Violation of Corporate Governance Laws 9. Case Study – a) Satyam b) Pfizer c) 3rd Company 10. Conclusion 11. Bibliography Definition "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 of those resources. The aim is to align as nearly as possible the interests of individuals, corporations and society"-(Sir Adrian Cadbury in 'Global Corporate Governance Forum', World Bank, 2000) Corporate governance is the relationship between corporate managers, directors and the providers of equity, people and institutions who save and invest their capital to earn a return. It ensures that the board of directors is accountable for the pursuit of corporate objectives and that the corporation itself conforms to the law and regulations. - International Chamber of Commerce Corporate Governance deals with laws, procedures, practices and implicit rules that...
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...UNIVERSITY OF DHAKA CORPORATE GOVERNANCE PRACTICE OF BRITISH AMERICAN TOBACCO, BANGLADESH LTD. JULY’ 2012 NAHID RIJWAN ID# 3-09-17-033 University of Dhaka Department of Management Studies MBA (Evening Program) Summer, 2012 Term Paper Course Title Course code Corporate Governance & Diplomacy EM 557 Course Teacher Md. Mesbah Uddin Topic Term Paper: Corporate Governance Practice of British American Tobacco, Bangladesh Ltd. 29- 07- 2012 Date Submitted by Name Nahid Rijwan Roll 3-09-17-033 CONTENTS Topic CHAPTER – 1 About British American Tobacco Bangladesh Business Principles of BAT, Bangladesh Standards of Business Conduct of BAT, Bangladesh: CHAPTER – 2 Corporate Governance Statement Board of Directors of BAT Bangladesh and Their Roles Relationship with Shareholders Accountability and Audit Compliance with Legal Requirements Employees Standards of Business Conduct CHAPTER -3 Corporate Social Responsibility Statement Probaho Socially Responsible Tobacco Production (SRTP) Deepto Afforestation CHAPTER - 4 Auditor’s Report to The Shareholders 16 12 12 13 14 15 6 7 9 10 10 10 11 1 2 3 Page CHAPTER - 5 Comparative Analysis of Bat Bangladesh’s Corporate Governance Compliance Status of compliance with the Provisions Denoted in the Code of Corporate Governance for Bangladesh, March 2004 Status of compliance with the Conditions Imposed by the Securities & Exchange Commission's Notification 21 19 18 REFERENCES 23 ANNEXURE - I 24 ...
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...corporate governance Mayanja MK and Van der Poll HM Department of Management Accounting, Unisa, Pretoria, 0003 South Africa. Accepted 28 September, 2011 Management accounting is not given sufficient emphasis, at the board level, as a provider of timely and relevant information to facilitate the execution of good corporate governance. Without management accounting information corporations in Botswana may find it difficult to create sustainable corporate governance. A qualitative approach using questionnaires and interviews were used to establish the extent to which management accounting tools are applied by the directors in the target companies. The research was carried out amongst listed companies on the stock exchange and the parastatal companies in Botswana. Furthermore documentation, for instance annual financial statements from the companies were reviewed. Most directors in the companies do not fully utilise the tools of management accounting in decision making. Management accountants have also failed to provide the relevant information to the board. To execute their duties efficiently, directors may need to call for the management accounting reports from the senior management level up to the board level and regularly use these reports to facilitate decision making. Key words: Management accounting, corporate governance. INTRODUCTION Management accounting, which was traditionally intended for internal use in companies has through its ability to measure value and present...
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...The Committee on the Financial Aspects of Corporate Governance and Gee and Co. Ltd. Reproduction of this publication in whole or in part is unrestricted for internal communications within a given organisation. It is otherwise subject to permission which will not be refused but will attract a reasonable reproduction charge. A leaflet is available from the Publishers setting out full details of the level of the charge and when it is applicable. First published December 1992 ISBN 0 85258 913 1 (Report) ISBN 0 85258 915 8 (Report with Code of Best Practice) Gee (a division of Professional Publishing Ltd) South Quay Plaza 183 Marsh Wall London El4 9FS Freephone: (0800) 289520 Fax: (071) 537-2557 Printed in Great Britain by Burgess Science Press. Queries and correspondence relating to the report should be addressed to: The Secretary Committee on the Financial Aspects of Corporate Governance Up to 31 Decemher~ 1992 P.O. Box 433 Moorgate Place London EC2P 2BJ Tel: (07 I) 628-7060 ext.2565 Fax: (071) 6281874 From 1 Ja/rrrar~y 1 9 9 3 c/o The London Stock Exchange L o n d o n EC2N IHP Tel: (071) 797-4575 Fax: (071) 4.1~0:6822 Additional copies of the report may be obtained from: Gee (a division of Professional Publishing Ltd) South Quay Plaza 183 Marsh Wall London El4 9FS Freephone: (0800) 289520 Fax: (071) 537-2557 Price: &IO.00 per copy, including a copy of the Code of Best Practice. The Code of Best Practice may also be purchased as a separate publication, price...
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...CORPORATE GOVERNANCE STATEMENT – FINANCIAL YEAR ENDED 30 JUNE 2015 Introduction The Board of Djerriwarrh Investments Limited (the Company) is committed to the highest standards of ethical behaviour and to having an effective system of corporate governance commensurate with the size of the Company and the scope of its business operations. In accordance with ASX Listing Rule 4.10.3, set out below are the applicable ASX Corporate Governance Council’s eight principles of corporate governance (ASX Governance Principles) and outlined accordingly is how the Board has applied each principle and the recommendations set out within them during the course of the financial year ended 30 June 2015. A copy of the ASX Governance Principles can be found on ASX’s website, www.asx.com.au The Company is fully supportive of the ‘if not, why not’ disclosure‐based approach to governance adopted by the ASX Governance Principles and the recognition within them that there is no single model of corporate governance and that good corporate governance practice is not restricted to adopting the recommendations contained in the ASX Governance Principles. Principle 1: Laying solid foundations for management and oversight This Principle requires the Company to establish and disclose the respective roles and responsibilities of both the Board and management and how their performance is monitored and evaluated. Role of the Board The Company’s Corporate Objective...
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...Cairo & Alexandria Stock Exchanges Working Paper Series Dr. Shahira Abdel Shahid September 2001 Corporate Governance is becoming a global pursuit: what could be done in Egypt? 1 Corporate Governance is becoming a global pursuit: what could be done in Egypt? Abstract: The paper defines corporate governance and explains the reasons for its becoming an important issue pursued by many countries in the last decade. Following, the various codes of corporate governance, used as a guidance for countries, which are set by international organizations such as World Bank, IMF and OECD are summarized. Next, the paper reviews corporate governance experiences in nine diverse, countries including both developed and emerging markets. Finally, the paper assesses corporate governance practices in Egypt, identifying existing problems and proposing recommendations in order to enhance corporate governance practices in Egypt. Acknowledgements: The Research & Markets Development Department at CASE is very pleased to present its first series of research papers that addresses an issue of both local and international importance, which is broadly examined by experts and researchers in both practice and academia. The author would like first to thank Dr. Sameh El Torgoman, Chairman of CASE, for his great support and encouragement. Dr. El Torgoman insisted that corporate governance becomes the first research working series paper to be written by Research & Markets Development, given the worldwide...
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...shares of the company. A company’s creditors can only look to the share capital for the payment in the event of a winding up. To protect creditors, a general rule known as the rule in Trevor v Whitworth was developed to prohibit a company from reducing its share capital because a reduction in capital would prejudice the rights of creditors. Moreover, the reduction would in effect diminish the pool of funds available to the company to pay its creditors. The rule in Trevor v Whitworth has been incorporated into Ch 2J of the Corporations Act 2001.Certain provisions of the Corporations Law 2001 seek to enforce the rule Trevor v Whitworth. There are a few Sections of the Corporations Act 2001 that enforce the maintenance of capital principle (or the rule of Trevor v Whitworth). Section 254T of the Corporations Act 2001 stated that a dividend may only be paid from profits. The Section 254T of the Corporations Act 2001 states that a company must not pay a dividend unless: the company’s assets exceed its liabilities before the dividend is declared and the excess is sufficient for the payment of the dividend, and; the payment of the dividend is fair and reasonable to the company’s shareholders as a whole and; the payment of the dividend does not materially prejudice the company’s ability to pay its creditors. This means that a dividend can be sourced otherwise than from profits. Moreover, Section 259 A of the Corporations Act 2001 prohibits self-acquisition. A company directly acquiring...
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...CORPORATE GOVERNANCE The need for corporate governance is not something typical to our country or economy .even in countries where regulatory mechanism are more demanding in their content and more vigilant in its implementation. Flagrant violation under the corporate veil have generated the demand for better governance . The advent of information age has created an awakened shareholders , vigilant public and almost predatory journalistic fervour. Depending upon the model of corporate disclosure followed by different legal framework, right to information has forced corporation to divulge more than they ever did. Corporate governance is derived from Latin term ‘corpus’ which means ‘body’. governance means administering the process and system placed for satisfying stakeholders expectations . when the two terms are combined it together brings out set of system procedures , policies , practices , standards put in place by a corporate to ensure that relationship with various stakeholders is maintained in transparent and honest manner. One of the basic feature of corporate governance is that there is a separation of ownership and management. The board of directors work and operate as trustee and agent of shareholders and they have to safeguard the interest of shareholders and other stakeholders It may also be considered as a network of legal provisions , regulations, practices to bring accountability and transparcy in functioning of the body corporate. It specifies the distributions...
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...CORPORATE GOVERNANCE IN TURBULENT TIMES ABSTRACT The last few years we have seen some major scams and corporate collapse across the globe. In India, the major example is Satyam which is one of the largest IT companies in India. All these events have made stake holders realize the urgency and importance of good corporate governance. Before investing money in any company people are quite concerned how companies are being managed. International organizations like IMF, WTO and World Bank are also insisting on transparency. All this has made Corporate Governance and transparency up the public agenda. Good Corporate Governance makes for good business sense. It increases confidence of shareholders in the company. This leads to better stock prices. Good disclosure practices lead to a more liquid market for the company. This lowers cost of debt for the company. Thus the CEOs of today, there is a clear business case for complying with principle of good Corporate Governance. In the era of Globalization & Liberalization market forces plays a crucial role. We know that liberalization in emerging economy has made access to foreign funds easier. Availability of foreign funds will lower the cost of capital. It is quite understood. All companies will like this to happen, but the international lenders will be careful. They will expect that the companies they lend to follow good Corporate Governance. These lenders will demand...
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...quality of corporate governance. Accordingly, corporate governance mechanisms all over the globe, including in India, focus on 'independent directors'. The Companies Bill 2011 includes number of new provisions related to independent directors. It includes a 'Code For Independent Directors' (Schedule IV). According to the Bill an independent director is a director other than a managing director or a whole-time director or a nominee director, who is not a promoter and who fulfils certain conditions specified in the Bill. Primarily he/she does not have any pecuniary relationship with the company or he/she, with relatives, does not hold more than two percent of the voting power of the company. The Bill describes an independent director as a person of integrity, who possesses relevant expertise and experience. The government expects independent directors to bring an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct; and to bring an objective view in the evaluation of the performance of board and management. As per the Companies Bill, their responsibility is to safeguard the interest of stakeholders, particularly minority shareholders and to balance conflicting interests of stakeholders. Balancing the conflicting interest is a tricky job and most experts believe that a company should not try to do that. Rather, it should focus on shareholder value while behaving responsibly...
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...H8032-Prelims.QXD 7/1/06 11:08 AM Page i CIMA’S Official Learning System CIMA Certificate in Business Accounting, 2006 Syllabus Certificate Level Fundamentals of Ethics, Corporate Governance and Business law David Sagar Larry Mead Philippa Foster Back H8032-Prelims.QXD 7/1/06 11:08 AM Page ii CIMA Publishing is an imprint of Elsevier Linacre House, Jordan Hill, Oxford OX2 8DP, UK 30 Corporate Drive, Suite 400, Burlington, MA 01803, USA First edition 2006 Copyright © 2006 Elsevier Ltd. All rights reserved No part of this publication may be reproduced, stored in a retrieval system or transmitted in any form or by any means electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the publisher Permissions may be sought directly from Elsevier’s Science & Technology Rights Department in Oxford, UK: phone (ϩ44) (0) 1865 843830; fax (ϩ44) (0) 1865 853333; e-mail: permissions@elsevier.com. Alternatively you can submit your request online by visiting the Elsevier web site at http://elsevier.com/locate/permissions, and selecting Obtaining Permission to use Elsevier material Notice No responsibility is assumed by the publisher for any injury and/or damage to persons or property as a matter of products liability, negligence or otherwise, or from any use or operation of any methods, products, instructions or ideas contained in the material herein. British Library Cataloguing in Publication...
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