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Corporate Governance: Principles, Policies and Practices, 2nd Edition

Name: Corporate Governance: Principles, Policies and Practices, 2nd Edition
Author: A. C. Fernando
ISBN: 9788131795545

by A. C. Fernando

August 2011

Intermediate to advanced

604 pages

27h 14m

English

Pearson India

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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 CrossroadsIncreasing AwarenessGlobal ConcernsWhat is Corporate Governance?Governance Is More Than Just Board Processes and ProceduresA Historical Perspective of Corporate GovernanceIssues in Corporate GovernanceConclusionKeywordsDisscussion QuestionsSuggested ReadingsCase Study Infosys Technologies: The Best Among Indian Corporates
2. The Theory and Practice of Corporate Governance
The Concept of CorporationTheoretical Basis of Corporate GovernanceCorporate Governance MechanismsCorporate Governance SystemsIndian Model of GovernanceWhat is “Good” Corporate Governance?Obligation to Society at LargeObligation to InvestorsObligation to EmployeesObligation to CustomersManagerial ObligationConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study Tata Steel: A Company That Also Makes Steel
3. Landmarks in the Emergence of Corporate Governance
IntroductionCorporate Governance CommitteesWorld Bank on Corporate GovernanceOECD PrinciplesMcKinsey Survey on Corporate GovernanceSarbanes–Oxley Act, 2002Indian Committees and GuidelinesWorking Group on the Companies Act, 1996The Confederation of Indian Industry’s InitiativeSEBI’s InitiativesNaresh Chandra Committee Report, 2002Narayana Murthy Committee Report, 2003Dr. J. J. Irani Committee Report on Company Law, 2005ConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study ITC Limited: Is Corporate Governance Only Skin Deep?
Part Two - Agents and Institutions in Corporate Governance
4. Rights and Privileges of Shareholders
IntroductionRights of ShareholdersViews of Various Committees on the IssuePoor Track Record of Shareholder ProtectionGrievance Redressal ProcessConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study The Tussle over Corporate Governance at Reliance
5. Investors’ Problems and Protection
IntroductionRelationship Between Investor Protection and Corporate GovernanceCorporate Governance Through Legal Protection of InvestorsInvestor Protection in IndiaSEBI’s Poor Performance— Suggestions for ImprovementConclusionKeywordsDiscussion QuestionsSuggested Readings
6. Corporate Governance and Other Stakeholders
IntroductionCorporate Governance and EmployeesCorporate Governance and CustomersCorporate Governance and Institutional InvestorsCorporate Governance and CreditorsCorporate Governance and the CommunityCorporate Governance and the GovernmentConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study The Tylenol Crisis: How Ethical Practices Saved Johnson & Johnson from Collapse
7. Board of Directors: A Powerful Instrument in Corporate Governance
IntroductionRole of the Board in Ensuring Corporate GovernanceGovernance Issues Relating to the BoardThe Role of DirectorsIndependent DirectorsDirectors’ RemunerationFamily-owned Businesses and Corporate GovernanceSome Pioneering Indian BoardsConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study How Unethical Practices Almost Destroyed WorldCom
8. Role, Duties and Responsibilities of Auditors
IntroductionTypes of AuditorsThe American Law Governing Auditors’ ResponsibilitiesIndian SituationNaresh Chandra CommitteeCompanies (Amendment) Bill, 2003Companies (Auditors Report) Order (CARO), 2003Corporate Governance and Internal AuditorsCost Audit MethodologyQuality AuditConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study The Rise and Fall of Arthur Andersen
9. Banks and Corporate Governance
Banks and CorporatesWhy Corporate Governance in Banks?Corporate Governance and the World BankBasel Committee on Corporate GovernanceSound Corporate Governance Practices of BankCorporate Governance in Indian BanksReview of Indian Experience in Corporate GovernanceGanguly Committees’s RecommendationsConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study Global Trust Bank: The Bank That Went Bust
Part Three - Facilitators, Role Players and Regulators
10. Business Ethics and Corporate Governance
IntroductionImportance and Need for Business EthicsThe Indian ContextRoots of Unethical BehaviourSome Unethical IssuesCorporate Governance EthicsHow Ethics Can Make Corporate Governance More Meaningful?ConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study The Enron Fiasco: Does End Justify the Means?
11. Corporate Social Responsibility
IntroductionDefinitions of Corporate Social Responsibility (CSR)Justification of CSRThe Scope of Social ResponsibilitySocial Responsibility and Indian CorporationsConclusionKeywordsDiscussion QuestionsCase Study TVS Group of Companies: Commitment Far Beyond a Sense of Corporate Social Responsibility
12. Environmental Concerns and Corporations
IntroductionIndustrial PollutionEvidence of PollutantsNatural Environment and BusinessPollution PreventionImproving Corporate Environmental PerformanceThe Need for a New ApproachEnvironmental Management in IndiaCorporate India Gets Eco-friendlyIndia’s Environment PolicyConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study World’s Worst Man-made DisastersCase Study Bhopal Tragedy: Mother of all Industrial Disasters
13. The Role of the Media in Ensuring Corporate Governance
IntroductionImportance of the MediaCorporate Governance and the PressEthics in AdvertisingAdverse Effects of AdvertisingConclusionKeywordsDiscussion QuestionsSuggested Readings
14. Monopoly, Competition and Corporate Governance
IntroductionThe Concept, Logic and Benefits of CompetitionBenefits of Competition to StakeholdersWhat Is a Good Competition Policy?Indian Competition ActThe MRTP Act and the Competition ActConclusionKeywordsDiscussion QuestionsSuggested Readings
15. The Role of Public Policies in Governing Business
IntroductionFraming of Public PolicyInvolvement of Business in Public Policy Decision MakingPublic Policy and BusinessEconomic PolicyMonetary PolicyFiscal PolicyPhysical ControlsGovernment Regulations in BusinessPublic Policies and Government Regulations in IndiaWorkplace Safety and HealthFunctional RegulationsMRTP Act, 1969Public Policies for the Global VillageConclusionKeywordsDiscussion QuestionsSuggested Readings
16. SEBI: The Indian Capital Market Regulator
IntroductionPhenomenal Growth of Indian Capital MarketRole of Securities Market in Economic GrowthThe Securities and Exchange Board of IndiaSEBI’s Role in Promoting Corporate GovernanceSEBI’s Record of PerformanceSEBI’s Role in the New EraSEBI’s ShortcomingsSuggestions for SEBI’s ImprovementConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study Ketan Played Around with Others’ Money
17. The Role of the Government in Ensuring Corporate Governance
IntroductionDifferent Roles of Government in the EconomyState Intervention in a Developing EconomyPublic Governance and Corporate GovernancePolitical Governance Requires Restraints of PowerPublic Versus Corporate Governance—A Study of ComparisonConclusionKeywordsDiscussion Questions
Part Four - Issues and Problems of Corporate Governance in Emerging Economies
18. Corporate Governance in Developing and Transition Economies
IntroductionProblems Faced by Developing and Transitional EconomiesDefining Corporate GovernanceCorporate Governance ModelsThe Institutional Framework for Effective Corporate GovernanceCorporate Governance Challenges in Developing, Emerging and Transition EconomiesCurrent Corporate Governance Settings in Transition EconomiesConclusionKeywordsDiscussion QuestionsSuggested ReadingsCase Study Problems and Issues of Corporate Governance in Emerging Economies: Russian Example
19. Corporate Governance: The Indian Scenario
IntroductionThe Emergence of Corporate Governance Issues in IndiaEfforts to Initiate Corporate Governance in the CountryImplementation of the Recommendations of Birla Committee ReportPioneers in Good Governance PracticesNeed For Accounting StandardsCorporate Governance RatingCorporate Governance in India—A Performance AppraisalThe Future of Corporate Governance in IndiaConclusionKeywordsDiscussion QuestionsSuggested ReadingsReportsCase Study Insider Trading: HLL–BBLIL Merger
20. The Corporation in a Global Society
IntroductionFactors Facilitating GlobalisationRole of Multinational CorporationsCaux Round TableKey Global Issues for BusinessCorporate Governance—A Prerequisitie for GlobalisationConclusionKeywordsDiscussion QuestionsSuggested 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

Content preview from Corporate Governance: Principles, Policies and Practices, 2nd Edition

5 Investors’ Problems and Protection

CHAPTER OUTLINE

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

Strong investor protection is associated with effective corporate governance. In fact, corporate governance has been advocated by everyone interested in the long term shareholder value, which in turn promotes orderly development of industries and economies. When an investor places his hard-earned money in the securities of a corporation, he does so with certain expectations of its performance, the corporate benefits that may accrue to him, and above all, ...

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Corporate Governance: Principles, Policies and Practices, 2nd Edition

by A. C. Fernando

5