Part Two - Agents and Institutions in Corporate Governance
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?
- 1. Corporate Governance: An Overview
- Part Two - Agents and Institutions in Corporate Governance
- 4. Rights and Privileges of Shareholders
- 5. Investors’ Problems and Protection
- 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
- 14. Monopoly, Competition and Corporate Governance
- 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
- 10. Business Ethics and Corporate Governance
- 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
- 18. Corporate Governance in Developing and Transition Economies
- Notes
- Bibliography
- Glossary
- Useful Web Sites on Corporate Governance and CSR
- Official Reports
- Prominent Guidelines on Corporate Governance
- Links on Corporate Governance
- Acknowledgements
- Copyright
PART TWO
Agents and Institutions in Corporate Governance
Chapter 4 Rights and Privileges of Shareholders
Case Study The Tussle over Corporate Governance at Reliance
Chapter 5 Investors’ Problems and Protection
Chapter 6 Corporate Governance and Other Stakeholders
Case Study The Tylenol Crisis: How Ethical Practices Saved Johnson & Johnson From Collapse
Chapter 7 Board of Directors: A Powerful Instrument in Corporate Governance
Case Study How Unethical Practices Almost Destroyed Worldcom
Chapter 8 Role, Duties and Responsibilities of Auditors
Case Study The Rise and Fall of Arthur Andersen
Chapter 9 Banks and Corporate Governance
Case Study Global Trust Bank: The Bank That Went Bust
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