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Corporate Governance: Principles, Policies and Practices, 3e

Book Description

The Third edition of Corporate Governance: Principles, Policies and Practices sheds light on recent corporate problems using a flexible modular format, through a detailed explanation of the corporate governance mechanism and the various incentives within today's governance system, while offering potential solution in context. With an emphasis on connecting corporate governance to practical management, the book provide cutting-edge material comprising new and unique study tools and fresh, thought-provoking content.

Table of Contents

  1. Cover
  2. Title Page
  3. Dedication
  4. Contents
  5. Abbreviations
  6. Foreword
  7. Preface to the Third Edition
  8. Preface
  9. About the Author
  10. About the Contributors
  11. Part One Understanding of Corporate History and Governance
    1. 1. Corporate History, Structure and Ownership Pattern
      1. Introduction
      2. Characteristics of a Company
      3. Types of Company
      4. Shareholding Categories
      5. Conclusion
      6. Keywords
      7. Discussion Questions
      8. References
      9. Suggested Readings
    2. 2. Corporate Governance: An Overview
      1. Introduction
      2. What is Corporate Governance?
      3. Governance is More Than Just Board Processes and Procedures
      4. A Historical Perspective of Corporate Governance
      5. Issues in Corporate Governance
      6. Conclusion
      7. Keywords
      8. Discussion Questions
      9. References
      10. Suggested Readings
    3. 3. Theories and Models of Corporate Governance
      1. Introduction
      2. Corporate Governance Mechanisms
      3. Models of Corporate Governance
      4. What is"Good" Corporate Governance?
      5. Obligation to Society at Large
      6. Obligation to Investors
      7. Obligation to Employees
      8. Obligation to Customers
      9. Managerial Obligation
      10. Conclusion
      11. Keywords
      12. Discussion Questions
      13. References
      14. Suggested Readings
    4. 4. Initiatives in Corporate Governance: Global and National
      1. Introduction
      2. Corporate Governance Committees
      3. World Bank on Corporate Governance
      4. OECD Principles
      5. McKinsey Survey on Corporate Governance
      6. Sarbanes–Oxley Act, 2002
      7. Indian Committees and Guidelines
      8. Working Group on the Companies Act, 1996
      9. The Confederation of Indian Industry’s Initiative
      10. SEBI’s Initiatives
      11. The Naresh Chandra Committee Report, 2002
      12. The Narayana Murthy Committee Report, 2003
      13. Dr. J. J. Irani Committee Report on Company Law, 2005
      14. Uday Kotak Report on Corporate Governance 2017
      15. Conclusion
      16. Keywords
      17. Discussion Questions
      18. References
      19. Suggested Readings
  12. Part Two Legal Framework and Agents in Corporate Governance
    1. 5. Legal and Regulatory Aspects of Corporate Governance
      1. Introduction
      2. Legal Frame-work of the Corporate Governance in India
      3. The Indian Companies Act 2013
      4. Investor Protection under the Companies Act 2013
      5. Relationship Between Investor Protection and Corporate Governance
      6. India Companies Act 2013 and New Investor Protection Measures
      7. SEBI’s Poor Performance—Suggestions for Improvement
      8. Auditor’s Responsibilities under Companies Act 2013
      9. Securities and Exchange Board of India Act, 1992
      10. National Depositaries Act 1996
      11. Conclusion
      12. Keywords
      13. Discussion Questions
      14. References
      15. Suggested Readings
    2. 6. Share Holders—The Prime Stake Holders
      1. Introduction
      2. Corporate Stake Holders
      3. Rights of Shareholders
      4. Views of Various Committees on the Issue
      5. Grievance Redressal Process
      6. Conclusion
      7. Keywords
      8. Discussion Questions
      9. References
      10. Suggested Readings
    3. 7. Other Stake Holders of the Company
      1. Introduction
      2. Corporate Governance and Employees
      3. Corporate Governance and Customers
      4. Corporate Governance and Institutional Investors
      5. Corporate Governance and Creditors
      6. The Corporate Governance and the Community
      7. Corporate Governance and the Government
      8. Conclusion
      9. Keywords
      10. Discussion Questions
      11. References
      12. Suggested Readings
    4. 8. The Role of Board of Directors in Corporate Governance
      1. Corporate Governance Framework
      2. Introduction
      3. Board in Ensuring Corporate Governance
      4. Governance Issues Relating to the Board
      5. The Role of Directors
      6. Directors’ Remuneration
      7. The Indian Companies Act 2013 and Corporate Governance
      8. Role of Board of Directors in Family-owned Businesses
      9. Some Pioneering Indian Boards
      10. Conclusion
      11. Keywords
      12. Discussion Questions
      13. References
      14. Suggested Readings
    5. 9. The Role of Auditors in Corporate Governance
      1. Introduction
      2. Types of Auditors
      3. Corporate Governance and Internal Auditors
      4. Cost Audit Methodology
      5. Quality Audit
      6. Conclusion
      7. Keywords
      8. Discussion Questions
      9. References
  13. Part Three Components and Facilitators of Corporate Governance
    1. 10. Financial Reporting and Corporate Governance
      1. Introduction
      2. Indian Accounting Standards (IAS or the Indian GAAP)
      3. IFRS (International Financial Reporting Standards)
      4. Convergence of Indian Accounting Standards with IFRS
      5. Conclusion
      6. Keywords
      7. Discussion Questions
      8. References
      9. Suggested Readings
    2. 11. Whistle Blowing Mechanism and Corporate Governance
      1. Introduction
      2. Why Whistle Blowing in the Corporate Governance?
      3. The Whistle Blower
      4. Whistleblowers and Informants
      5. The Factors Influencing the Whistleblower in Disclosing Wrongdoing
      6. The Whistleblowing Process
      7. Organisational Responses to Whistle Blowing
      8. Impact of Whistleblowing: Negative and Positive
      9. Whistle Blowing Policy of Organisations
      10. Elements of Whistleblowing Policy
      11. Benefits of Good Whistleblowing Policy
      12. Whistleblower Laws in India
      13. Role of Whistle Blower in Corporate Governance: Selected Cases
      14. The Citygroup Case
      15. Conclusion
      16. Keywords
      17. Discussion Questions
      18. References
      19. Suggested Readings
    3. 12. Role of Government in Corporate Governance
      1. Introduction
      2. Different Roles of Government in the Economy
      3. State Intervention in a Developing Economy
      4. Public Governance and Corporate Governance
      5. Political Governance Requires Restraints of Power
      6. Public versus Corporate Governance—A Study of Comparison
      7. Conclusion
      8. Keywords
      9. Discussion Questions
      10. References
    4. 13. The Role of the Media in Ensuring Corporate Governance
      1. Introduction
      2. The Board of Directors
      3. Corporate Governance and the Press
      4. Ethics in Advertising
      5. Adverse Effects of Advertising
      6. Conclusion
      7. Keywords
      8. Discussion Questions
      9. References
      10. Suggested Readings
  14. Part 4 Issues and Problems of Corporate Governance in Developed and Emerging Economies
    1. 14. Corporate Governance and Buisness Ethics
      1. Introduction
      2. Importance and Need for Business Ethics
      3. The Indian Context
      4. Roots of Unethical Behaviour
      5. Corporate Ethical Framework
      6. Some Unethical Issues
      7. Corporate Governance Ethics
      8. Conclusion
      9. Keywords
      10. Discussion Questions
      11. References
      12. Suggested Readings
    2. 15. Corporate Governance and CSR
      1. Introduction
      2. Definitions of Corporate Social Responsibility (CSR)
      3. Justification of CSR
      4. The Scope of Social Responsibility
      5. Social Responsibility and Indian Corporations
      6. Conclusion
      7. Keywords
      8. Discussion Questions
      9. References
      10. Suggested Readings
    3. 16. Corporate Governance and Public Policy
      1. Introduction
      2. Framing of Public Policy
      3. Involvement of Business in Public Policy Decision Making
      4. Public Policy and Business
      5. Economic Policy
      6. Monetary Policy
      7. Fiscal Policy
      8. Physical Controls
      9. Government Regulations in Business
      10. Public Policies and Government Regulations in India
      11. Workplace Safety and Health
      12. Functional Regulations
      13. Goods and Service Tax (GST)
      14. Consumer Protection Act
      15. The Insolvency and Bankruptcy Code, 2016
      16. The Competition Act 2002
      17. Public Policies for the Global Village
      18. Conclusion
      19. Keywords
      20. Discussion Questions
      21. References
      22. Suggested Readings
    4. 17. Corporate Governance in the Developed and Emerging Economies
      1. Introduction
      2. Corporate Governance Issues in the Developed Countries
      3. Problems Faced by the Developing and Transition the Economies
      4. Defining Corporate Governance
      5. Corporate Governance Models
      6. The Institutional Framework for Effective Corporate Governance
      7. Corporate Governance Challenges in Developing, ­Emerging and Transition Economies
      8. Current Corporate Governance Settings in Transition Economies
      9. Corporate Governance in South Africa
      10. Corporate Governance in New Zealand
      11. Corporate Governance in Indonesia
      12. Corporate Governance in Israel
      13. Conclusion
      14. Keywords
      15. Discussion Questions
      16. References
      17. Suggested Readings
    5. 18. Corporate Governance in the Public Sector and the Family Owned Companies: The Indian Scenario
      1. Corporate Governance in the Public Sector Companies
      2. Public Sector Governance in India
      3. Forms of CPSUs
      4. Generation of Income
      5. Strong Industrial Base
      6. Public Sector Governance
      7. Compliance of the Guidelines
      8. Family-Run Business and Corporate Governance
      9. Conclusion
      10. Keywords
      11. Discussion Questions
      12. Suggested Readings
  15. Case Study 1: Infosys Technologies: The Best Among Indian Corporates
  16. Case Study 2: Tata Steel: A Company That Also Makes Steel
  17. Case Study 3: ITC Limited: Is Corporate Governance Only Skin Deep?
  18. Case Study 4: The Tussle over Corporate Governance at Reliance
  19. Case Study 5: The Tylenol Crisis: How Ethical Practices Saved Johnson and Johnson from Collapse
  20. Case Study 6: How Unethical Practices Almost Destroyed WorldCom
  21. Case Study 7: The Rise and Fall of Arthur Andersen
  22. Case Study 8: Global Trust Bank: The Bank That Went Bust
  23. Case Study 9: The Enron Fiasco: Does End Justify the Means?
  24. Case Study 10: TVS Group of Companies: Commitment Far Beyond a Sense of Corporate Social Responsibility
  25. Case Study 11: World’s Worst Man-made Disasters
  26. Case Study 12: Bhopal Tragedy: Mother of All Industrial Disasters
  27. Case Study 13: Ketan Played Around with Others’ Money
  28. Case Study 14: Problems and Issues of Corporate Governance in Emerging Economies: Russian Example
  29. Case Study 15: Insider Trading: HLL–BBLIL Merger
  30. Glossary
  31. Bibliography
  32. Useful Web Sites on Corporate Governance and CSR
  33. Official Reports
  34. Prominent Guidelines on Corporate Governance
  35. Links on Corporate Governance