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by A. C. Fernando
Corporate Governance: Principles, Policies and Practices, 2nd Edition
Cover
Title Page
Contents
About the Author
Dedication
Foreword
Abbreviations
Preface to the Second Edition
Preface
Part One - Understanding Corporate Governance
1. Corporate Governance: An Overview
Capitalism at Crossroads
Increasing Awareness
Global Concerns
What is Corporate Governance?
Governance Is More Than Just Board Processes and Procedures
A Historical Perspective of Corporate Governance
Issues in Corporate Governance
Conclusion
Keywords
Disscussion Questions
Suggested Readings
Case Study Infosys Technologies: The Best Among Indian Corporates
2. The Theory and Practice of Corporate Governance
The Concept of Corporation
Theoretical Basis of Corporate Governance
Corporate Governance Mechanisms
Corporate Governance Systems
Indian Model of Governance
What is “Good” Corporate Governance?
Obligation to Society at Large
Obligation to Investors
Obligation to Employees
Obligation to Customers
Managerial Obligation
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study Tata Steel: A Company That Also Makes Steel
3. Landmarks in the Emergence of Corporate Governance
Introduction
Corporate Governance Committees
World Bank on Corporate Governance
OECD Principles
McKinsey Survey on Corporate Governance
Sarbanes–Oxley Act, 2002
Indian Committees and Guidelines
Working Group on the Companies Act, 1996
The Confederation of Indian Industry’s Initiative
SEBI’s Initiatives
Naresh Chandra Committee Report, 2002
Narayana Murthy Committee Report, 2003
Dr. J. J. Irani Committee Report on Company Law, 2005
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study ITC Limited: Is Corporate Governance Only Skin Deep?
Part Two - Agents and Institutions in Corporate Governance
4. Rights and Privileges of Shareholders
Introduction
Rights of Shareholders
Views of Various Committees on the Issue
Poor Track Record of Shareholder Protection
Grievance Redressal Process
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study The Tussle over Corporate Governance at Reliance
5. Investors’ Problems and Protection
Introduction
Relationship Between Investor Protection and Corporate Governance
Corporate Governance Through Legal Protection of Investors
Investor Protection in India
SEBI’s Poor Performance— Suggestions for Improvement
Conclusion
Keywords
Discussion Questions
Suggested Readings
6. Corporate Governance and Other Stakeholders
Introduction
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
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study The Tylenol Crisis: How Ethical Practices Saved Johnson & Johnson from Collapse
7. Board of Directors: A Powerful Instrument in Corporate Governance
Introduction
Role of the Board in Ensuring Corporate Governance
Governance Issues Relating to the Board
The Role of Directors
Independent Directors
Directors’ Remuneration
Family-owned Businesses and Corporate Governance
Some Pioneering Indian Boards
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study How Unethical Practices Almost Destroyed WorldCom
8. Role, Duties and Responsibilities of Auditors
Introduction
Types of Auditors
The American Law Governing Auditors’ Responsibilities
Indian Situation
Naresh Chandra Committee
Companies (Amendment) Bill, 2003
Companies (Auditors Report) Order (CARO), 2003
Corporate Governance and Internal Auditors
Cost Audit Methodology
Quality Audit
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study The Rise and Fall of Arthur Andersen
9. Banks and Corporate Governance
Banks and Corporates
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
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study Global Trust Bank: The Bank That Went Bust
Part Three - Facilitators, Role Players and Regulators
10. Business Ethics and Corporate Governance
Introduction
Importance and Need for Business Ethics
The Indian Context
Roots of Unethical Behaviour
Some Unethical Issues
Corporate Governance Ethics
How Ethics Can Make Corporate Governance More Meaningful?
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study The Enron Fiasco: Does End Justify the Means?
11. Corporate Social Responsibility
Introduction
Definitions of Corporate Social Responsibility (CSR)
Justification of CSR
The Scope of Social Responsibility
Social Responsibility and Indian Corporations
Conclusion
Keywords
Discussion Questions
Case Study TVS Group of Companies: Commitment Far Beyond a Sense of Corporate Social Responsibility
12. Environmental Concerns and Corporations
Introduction
Industrial Pollution
Evidence of Pollutants
Natural Environment and Business
Pollution Prevention
Improving Corporate Environmental Performance
The Need for a New Approach
Environmental Management in India
Corporate India Gets Eco-friendly
India’s Environment Policy
Conclusion
Keywords
Discussion Questions
Suggested Readings
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
Introduction
Importance of the Media
Corporate Governance and the Press
Ethics in Advertising
Adverse Effects of Advertising
Conclusion
Keywords
Discussion Questions
Suggested Readings
14. Monopoly, Competition and Corporate Governance
Introduction
The Concept, Logic and Benefits of Competition
Benefits of Competition to Stakeholders
What Is a Good Competition Policy?
Indian Competition Act
The MRTP Act and the Competition Act
Conclusion
Keywords
Discussion Questions
Suggested Readings
15. The Role of Public Policies in Governing Business
Introduction
Framing of Public Policy
Involvement of Business in Public Policy Decision Making
Public Policy and Business
Economic Policy
Monetary Policy
Fiscal Policy
Physical Controls
Government Regulations in Business
Public Policies and Government Regulations in India
Workplace Safety and Health
Functional Regulations
MRTP Act, 1969
Public Policies for the Global Village
Conclusion
Keywords
Discussion Questions
Suggested Readings
16. SEBI: The Indian Capital Market Regulator
Introduction
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
SEBI’s Record of Performance
SEBI’s Role in the New Era
SEBI’s Shortcomings
Suggestions for SEBI’s Improvement
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study Ketan Played Around with Others’ Money
17. The Role of the Government in Ensuring Corporate Governance
Introduction
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
Conclusion
Keywords
Discussion Questions
Part Four - Issues and Problems of Corporate Governance in Emerging Economies
18. Corporate Governance in Developing and Transition Economies
Introduction
Problems Faced by Developing and Transitional Economies
Defining Corporate Governance
Corporate Governance Models
The Institutional Framework for Effective Corporate Governance
Corporate Governance Challenges in Developing, Emerging and Transition Economies
Current Corporate Governance Settings in Transition Economies
Conclusion
Keywords
Discussion Questions
Suggested Readings
Case Study Problems and Issues of Corporate Governance in Emerging Economies: Russian Example
19. Corporate Governance: The Indian Scenario
Introduction
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
Need For Accounting Standards
Corporate Governance Rating
Corporate Governance in India—A Performance Appraisal
The Future of Corporate Governance in India
Conclusion
Keywords
Discussion Questions
Suggested Readings
Reports
Case Study Insider Trading: HLL–BBLIL Merger
20. The Corporation in a Global Society
Introduction
Factors Facilitating Globalisation
Role of Multinational Corporations
Caux Round Table
Key Global Issues for Business
Corporate Governance—A Prerequisitie for Globalisation
Conclusion
Keywords
Discussion Questions
Suggested Readings
Notes
Bibliography
Glossary
Useful Web Sites on Corporate Governance and CSR
Official Reports
Prominent Guidelines on Corporate Governance
Links on Corporate Governance
Acknowledgements
Copyright
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