Contents
PART ONE UNDERSTANDING CORPORATE GOVERNANCE
1. Corporate Governance: An Overview
Governance Is More Than Just Board Processes and Procedures
A Historical Perspective of Corporate Governance
Issues in Corporate Governance
Case Study Infosys Technologies: The Best Among Indian Corporates
2. The Theory and Practice of Corporate Governance
Theoretical Basis of Corporate Governance
Corporate Governance Mechanisms
What is “Good” Corporate Governance?
Obligation to Society at Large
Case Study Tata Steel: A Company That Also Makes Steel
3. Landmarks in the Emergence of Corporate Governance
Corporate Governance Committees
World Bank on Corporate Governance
McKinsey Survey on Corporate Governance
Indian Committees and Guidelines
Working Group on the Companies Act, 1996
The Confederation of Indian Industry’s Initiative
Naresh Chandra Committee Report, 2002
Narayana Murthy Committee Report, 2003
Dr. J. J. Irani Committee Report on Company Law, 2005
Case Study ITC Limited: Is Corporate Governance Only Skin Deep?
PART TWO AGENTS AND INSTITUTIONS IN CORPORATE GOVERNANCE
4. Rights and Privileges of Shareholders
Views of Various Committees on the Issue
Poor Track Record of Shareholder Protection
Case Study The Tussle over Corporate Governance at Reliance
5. Investors’ Problems and Protection
Relationship Between Investor Protection and Corporate Governance
Corporate Governance Through Legal Protection of Investors
SEBI’s Poor Performance—Suggestions for Improvement
6. Corporate Governance and Other Stakeholders
Corporate Governance and Employees
Corporate Governance and Customers
Corporate Governance and Institutional Investors
Corporate Governance and Creditors
Corporate Governance and the Community
Corporate Governance and the Government
Case Study The Tylenol Crisis: How Ethical Practices Saved Johnson & Johnson from Collapse
7. Board of Directors: A Powerful Instrument in Corporate Governance
Role of the Board in Ensuring Corporate Governance
Governance Issues Relating to the Board
Family-owned Businesses and Corporate Governance
Case Study How Unethical Practices Almost Destroyed WorldCom
8. Role, Duties and Responsibilities of Auditors
The American Law Governing Auditors’ Responsibilities
Companies (Amendment) Bill, 2003
Companies (Auditors Report) Order (CARO), 2003
Corporate Governance and Internal Auditors
Case Study The Rise and Fall of Arthur Andersen
9. Banks and Corporate Governance
Why Corporate Governance in Banks?
Corporate Governance and the World Bank
Basel Committee on Corporate Governance
Sound Corporate Governance Practices of Bank
Corporate Governance in Indian Banks
Review of Indian Experience in Corporate Governance
Ganguly Committees’s Recommendations
Case Study Global Trust Bank: The Bank That Went Bust
PART THREE FACILITATORS, ROLE PLAYERS AND REGULATORS
10. Business Ethics and Corporate Governance
Importance and Need for Business Ethics
How Ethics Can Make Corporate Governance More Meaningful?
Case Study The Enron Fiasco: Does End Justify the Means?
11. Corporate Social Responsibility
Definitions of Corporate Social Responsibility (CSR)
The Scope of Social Responsibility
Social Responsibility and Indian Corporations
Case Study TVS Group of Companies: Commitment Far Beyond a Sense of Corporate Social Responsibility
12. Environmental Concerns and Corporations
Natural Environment and Business
Improving Corporate Environmental Performance
Environmental Management in India
Corporate India Gets Eco-friendly
Case Study World’s Worst Man-made Disasters
Case Study Bhopal Tragedy: Mother of all Industrial Disasters
13. The Role of the Media in Ensuring Corporate Governance
Corporate Governance and the Press
Adverse Effects of Advertising
14. Monopoly, Competition and Corporate Governance
The Concept, Logic and Benefits of Competition
Benefits of Competition to Stakeholders
What Is a Good Competition Policy?
The MRTP Act and the Competition Act
15. The Role of Public Policies in Governing Business
Involvement of Business in Public Policy Decision Making
Government Regulations in Business
Public Policies and Government Regulations in India
Public Policies for the Global Village
16. SEBI: The Indian Capital Market Regulator
Phenomenal Growth of Indian Capital Market
Role of Securities Market in Economic Growth
The Securities and Exchange Board of India
SEBI’s Role in Promoting Corporate Governance
Suggestions for SEBI’s Improvement Conclusion
Case Study Ketan Played Around with Others’ Money
17. The Role of the Government in Ensuring Corporate Governance
Different Roles of Government in the Economy
State Intervention in a Developing Economy
Public Governance and Corporate Governance
Political Governance Requires Restraints of Power
Public Versus Corporate Governance—A Study of Comparison
PART FOUR ISSUES AND PROBLEMS OF CORPORATE GOVERNANCE IN EMERGING ECONOMIES
18. Corporate Governance in Developing and Transition Economies
Problems Faced by Developing and Transitional Economies
The Institutional Framework for Effective Corporate Governance
Corporate Governance Challenges in Developing, Emerging and Transition Economies
Current Corporate Governance Settings in Transition Economies
Case Study Problems and Issues of Corporate Governance in Emerging Economies: Russian Example
19. Corporate Governance: The Indian Scenario
The Emergence of Corporate Governance Issues in India
Efforts to Initiate Corporate Governance in the Country
Implementation of the Recommendations of Birla Committee Report
Pioneers in Good Governance Practices
Corporate Governance in India—A Performance Appraisal
The Future of Corporate Governance in India
Case Study Insider Trading: HLL-BBLIL Merger
20. The Corporation in a Global Society
Factors Facilitating Globalisation
Role of Multinational Corporations
Key Global Issues for Business
Corporate Governance—A Prerequisitie for Globalisation
Useful Web Sites on Corporate Governance and CSR