Corporate governance : principles, policies and practices

Corporate governance principles, policies and practices

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The second edition of A. C. Fernando's bestselling 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'...

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Detalles Bibliográficos
Autor principal: Fernando, A. C., 1940- (-)
Formato: Libro electrónico
Idioma:Inglés
Publicado: New Delhi, India : Dorling Kindersley (India) 2011.
Edición:2nd ed
Materias:
Corporate governance.
Stakeholder management.
Ver en Biblioteca Universitat Ramon Llull:https://discovery.url.edu/permalink/34CSUC_URL/1im36ta/alma991009629249706719
Tabla de Contenidos:
  • Cover
  • Contents
  • Abbreviations
  • Foreword
  • Preface to the Second Edition
  • Preface
  • About the Author
  • Part 1: Understanding Corporate Governance
  • Chapter 1: Corporate Governance: An Overview
  • Capitalism at Crossroads
  • America's Hall of Shame-2002
  • Corporate Misgovernance in India
  • Series of Scams That Shook Investor Confidence
  • Illegal Tactics of Indian Corporates
  • Reasons for Corporate Misgovernance
  • Increasing Awareness
  • Global Concerns
  • What is Corporate Governance?
  • Definitions of Corporate Governance
  • From the Academic Point of View
  • From the Angle of Developed Versus Developing Countries
  • Narrow Versus Broad Perceptions of Corporate Governance
  • Perceptional Differences in Definitions
  • Governance Is More Than Just Board Processes and Procedures
  • A Historical Perspective of Corporate Governance
  • The Growth of Modern Ideas of Corporate Governance from the USA
  • England Catches Up
  • The Cadbury Committee
  • The Aftermath of the Cadbury Report
  • Corporate Governance in the Banking Sector
  • Revival of Corporate Governance Issues in the New Millennium
  • Issues in Corporate Governance
  • Relevance of Corporate Governance
  • Need for and Importance of Corporate Governance
  • Governance and Corporate Performance
  • Investors' Preference for Good Governance
  • Benefits to society
  • Benefits of Good Corporate Governance to a Corporation
  • Conclusion
  • Keywords
  • Discussion Questions
  • Notes
  • Suggested Readings
  • Case Study: Infosys Technologies: The Best Among Indian Corporates
  • Chapter 2: The Theory and Practice of Corporate Governance
  • The Concept of Corporation
  • What is a Corporate?
  • The Concept of Governance
  • Theoretical Basis of Corporate Governance
  • Agency Theory
  • Problems with the Agency Theory
  • Stewardship Theory
  • Shareholder Versus Stakeholder Approaches.
  • Stakeholder Theory
  • Sociological Theory
  • Corporate Governance Mechanisms
  • Why Corporate Governance?
  • Contemporary Corporate Governance Situation
  • Growing Awareness and Societal Responses
  • Corporate Governance Systems
  • The Anglo-American Model
  • German Model
  • The Japanese Model
  • Common Features in the German and Japanese Models
  • 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
  • Notes
  • Suggested Readings
  • Case Study: Tata Steel: A Company That Also Makes Steel
  • Chapter 3: Landmarks in the Emergence of Corporate Governance
  • Introduction
  • Developments in the US
  • Developments in the UK
  • Corporate Governance Committees
  • Cadbury Committee on Corporate Governance, 1992
  • The Paul Ruthman Committee
  • The Greenbury Committee, 1995
  • The Hampel Committee, 1995
  • The Combined Code, 1998
  • The Turnbull Committee, 1999
  • 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
  • Deficiencies of the Companies' 1956 Act
  • The Confederation of Indian Industry's Initiative
  • Recommendations of the CII'S Code of Corporate Governance
  • SEBI's Initiatives
  • Kumar Mangalam Birla Committee, 1999
  • SEBI's Response
  • Naresh Chandra Committee Report, 2002
  • SEBI's Follow-up on Birla Committee Report
  • Rationale for a Review of the Birla Code
  • Narayana Murthy Committee Report, 2003
  • Mandatory Recommendations
  • Dr. J.J. Irani Committee Report on Company Law, 2005
  • Independent Directors in Listed Companies
  • Pyramidal Structures
  • Power to Shareholders.
  • Single Person Company
  • Self-regulation
  • Stringent Penalties
  • Accounts and Audits
  • Governance standards
  • Conclusion
  • Keywords
  • Discussion Questions
  • Notes
  • Suggested Readings
  • Case Study: ITC Limited: Is Corporate Governance Only Skin Deep?
  • Part 2: Agents and Institutions in Corporate Governance
  • Chapter 4: Rights and Privileges of Shareholders
  • Introduction
  • Theoretical Basis-Agency Costs
  • Long-term Shareholder Value
  • Rights of Shareholders
  • Views of Various Committees on the Issue
  • Working Group on the Companies Act, 1996
  • CII's Committee on Corporate Governance, 1996
  • Kumar Mangalam Birla Committee, 1999
  • Naresh Chandra Committee, 2002
  • Narayana Murthy Committee, 2003
  • Poor Track Record of Shareholder Protection
  • Guidelines for Investors/Shareholders
  • Trading of Securities
  • Transfer of Securities
  • Depository and Dematerialisation
  • Grievance Redressal Process
  • Conclusion
  • Keywords
  • Discussion Questions
  • Notes
  • Suggested Readings
  • Case Study: The Tussle over Corporate Governance at Reliance
  • Chapter 5: Investors' Problems and Protection
  • Introduction
  • Why is Investor Protection Needed?
  • Definition of Investor Protection
  • Relationship Between Investor Protection and Corporate Governance
  • How do Insiders Steal Investors' Funds?
  • Rights to Information and Other Rights
  • Corporate Governance Through Legal Protection of Investors
  • Impact of Investor Protection on Ownership and Control of Firms
  • The Impact of Investor Protection on the Development of Financial Markets
  • Banks and Corporate Governance
  • Investor Protection in India
  • The N.K. Mitra Committee on Invesotrs' Protection
  • Problems of Investors in India
  • Law Enforcement for Investor Protection
  • Grievance Redressal Mechanisms
  • Lacunae in Investor Protection
  • Some Major Indian Scams.
  • SEBI's Poor Performance-Suggestions for Improvement
  • Conclusion
  • Keywords
  • Discussion Questions
  • Notes
  • Suggested Readings
  • Chapter 6: Corporate Governance and Other Stakeholders
  • Introduction
  • Corporate Governance and Employees
  • Wealth Creation Requires Capital and Labour
  • Corporate Governance and Customers
  • The Society Bears The Hidden Taxation
  • The Stakeholder Alliance
  • Customer's Information Needs
  • Consumer Protection Acts
  • Consumer Protection Act 1986
  • Corporate Governance and Institutional Investors
  • Types of Institutional Investors in India
  • Factors Influencing Investment Decisions
  • Findings of the Study Conducted by Pitabas Mohanty
  • Kumar Mangalam Birla Committee and Institutional Investors
  • The McKinsey Survey on Corporate Governance
  • Corporate Governance and Creditors
  • Creditor Monitoring and Control
  • Adequate Information
  • Creditor Incentives
  • Debt Collection
  • Kinds of Debts Provided to Corporates
  • Diffused Debt
  • Concentrated Debt
  • Corporate Governance and the Community
  • Practical Steps to Corporate Social Responsibility
  • Corporate Governance and the Government
  • Conclusion
  • Keywords
  • Discussion Questions
  • Notes
  • Suggested Readings
  • Case Study: The Tylenol Crisis: How Ethical Practices Saved Johnson &amp
  • Johnson from Collapse
  • Chapter 7: Board of Directors: A Powerful Instrument in Corporate Governance
  • Introduction
  • Corporate Management Structure
  • Company Director and the Board
  • Who is a Director?
  • Kinds of directors
  • Directors' Appointment
  • Legal Position of a Director
  • Duties and Responsibilities of Directors
  • Qualifications and Disqualifications of Directors
  • The Board of Directors
  • Powers of the Board
  • Nominee Directors
  • Liabilities of Directors
  • The Directors' Liability to the Company
  • Liability for Breach of Statutory Duties.
  • Liability for Acts of His Co-directors
  • Power of Court to Grant Relief
  • Directors with Unlimited Liability
  • Public Examination of Directors
  • Validity of Acts of Directors
  • De Facto and De Jure Directors
  • Disablities of Directors
  • Prevention of Management by Undesirable Persons
  • Fraudulent Persons
  • Effectiveness of the Board of Directors
  • Role of the Board in Ensuring Corporate Governance
  • Role of the Board
  • Governance Issues Relating to the Board
  • Board of Directors and Corporate Governance
  • The Role of Directors
  • Independent Directors
  • Who is an Independent Director?
  • Desirability of Having Independent Directors
  • Directors' Remuneration
  • Executive Pay, an Unsettled Issue
  • Emphasis on Transparency and Disclosure
  • Pay as a Reward for Performance
  • Performance Hurdles
  • Remuneration Committee
  • Severance Payments
  • Other Remuneration Packages
  • Directors' Remuneration in India
  • Prohibition of Tax-free Payments
  • Family-owned Businesses and Corporate Governance
  • Some Pioneering Indian Boards
  • Conclusion
  • Keywords
  • Discussion Questions
  • Notes
  • Suggested Readings
  • Case Study: How Unethical Practices Almost Destroyed WorldCom
  • Chapter 8: Role, Duties and Responsibilities of Auditors
  • Introduction
  • Role of Auditors
  • Defining Audit
  • Objectives of an Audit
  • Types of Audit
  • Defining Auditor
  • Types of Auditors
  • Duties of an Auditor
  • Responsibilities of Auditors
  • Responsibilities Regarding the Mis-statement of Financial Statements
  • Responsibilities of an Audit Firm
  • Audit Failures Leading to Corporate Scams
  • The American Law Governing Auditors' Responsibilities
  • Indian Situation
  • Preventing Fraudulent Auditing Practices
  • Naresh Chandra Committee
  • Prohibition of Non-audit Services
  • Independence of Auditors
  • Disclosures
  • Qualification in Audit Report.
  • Replacing Auditors.

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