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Corporate Governance - ethics and practical approach.

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 Master of Business Administration
Written assignment

Tasks for Course: DLMBAEBECG01 - Business Ethics and Corporate

Governance

Corporate Governance – Theory and Professional Practice

International University of Applied Sciences

MBA

Student Name : Vinay Sankhat

Student ID:

Prof. Zeljko Sevic

Date of Submission:
 Abstract

Corporate governance is the framework for managing and directing businesses. The governance of
companies is the responsibility of the board of directors. The shareholders' responsibility in corporate
governance is to select the directors and auditors and ensure that a suitable governance framework
is in place.
Corporate governance includes almost every aspect of management, from action plans and internal
controls to performance measurement and corporate transparency, since it also offers the foundation
for achieving a company's goals.
The term "governance" especially refers to the system of regulations, checks, policies, and
resolutions established to direct company action. Shareholders and proxy advisers are significant
stakeholders that indirectly influence governance, but they are not instances of governance in and
of themselves. The board of directors is crucial to governance, and its decisions may have a signtis
worth.
Investors value corporate governance because it demonstrates a company's direction and
commercial integrity. Building confidence with investors and the community is facilitated by sound
corporate governance. As a result, corporate governance encourages financial viability by giving
market players a chance to invest for the long term.
Key Points:
Corporate governance is the framework of guidelines, procedures, and management techniques
used to guide and oversee an organization.
The main factor affecting corporate governance is the board of directors of a corporation.
A company's operations and ultimate profitability may be called into question by poor corporate
governance.
Environmental awareness, ethical conduct, business strategy, pay, and risk management are all
corporate governance aspects.
Accountability, openness, fairness, and responsibility are the fundamental tenets of corporate
governance.

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Table of Contents
1. Abstract ........................................................................................................................... i

2.1 Topic Introduction ......................................................................................................... 1

2.1.1 Objectives of Corporate Governance ............................................................. 2

2.1.2 Code for best Corporate Practices ................................................................... 4

2.2 CORPORATE GOVERNANCE THEORY AND PRACTICE ........................................ 5

2.3 GOOD GOVERNANCE: MEANING AND CONCEPT .................................................. 7

2.3.1 Examples of Corporate Governance: .......................................................... 7

2.3.2 Benefits and Issues of Corporate Governance: ......................................... 8

2.3.3 Principles of Corporate Governance ........................................................... 9

2.3.4 Corporate Governances’ Law and Codes .................................................. 10

2.4 Ending Notes .............................................................................................................. 11

3.1 Conclusion .................................................................................................................. 12

3.2 Research Limitations .................................................................................................... 13

References ........................................................................................................................ 14

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iv
2.1 Topic Introduction

The everyday operational management actions taken by a company's leaders are completely
unrelated to corporate governance. How a board of directors manages and supervises a firm is
determined by a system of direction and control. The term "governance" comes from the Latin word
"hibernate," which means "to steer." To lead a corporation in the desired direction would be
considered corporate governance. The board of directors is responsible for steering. Government
body. The word "corporation" or "corporate" comes from the Latin word "corpus," which signifies a
“body”. Governance is the management of the systems and procedures put in place for meeting ex
petitions of stakeholders.
Together, the terms "corporate governance" and "systems" signify procedures, rules, and standards
established by an organization to make sure all relationships with different stakeholders are
transparent. in a sincere way.
What is corporate governance?
Maintaining a balance between individual and societal interests as well as between economic and
social aims is a problem of corporate governance. The purpose of the corporate governance
framework is to both promote resource efficiency and to demand accountability for the good
management of those resources.
The term "governance" has long been used in both academic and political circles to refer, broadly
speaking, to the process of managing a government or any other suitable body. Therefore, corporate
governance is the process by which those in positions of authority lead, manage, and direct
organizations and so either establish, alter, or destroy the structures and procedures under which
they function. The main goal of business leadership is to make money morally and legally.
Corporate Governance Definitions Corporate governance isn't something that can be defined in one
place. Below are some helpful definitions for your better understanding:
-The definition of corporate governance by Nobel laureate Milton Friedman was "the conduct of the
company in conformity with shareholders' interests, which are normally to make as much money as
possible while complying to the basic laws of the society as contained the in law and local
conventions."
As opposed to how the businesses within such corporations are handled, "Corporate Governance is
concerned with how corporate organizations are controlled.
Corporate governance deals with the problems that the Board of Directors must deal with, such as
how to communicate with senior management and build connections with the company's owners
and other stakeholders. Robert Ian (Bob) Tricker, the person who popularized the term "corporation
governance for the first time in his book in 1984) “Corporate Governance is about promoting
corporate fairness, transparency, and accountability
David James Wolfensohn (Ninth President of World Bank) The rights and obligations are divided
1
according to the OECD Corporate Governance Structure. Among the many members of the
company's board, management outlines the policies and processes for shareholders and other
stakeholders and makes decisions for the company. It offers the framework via doing this. where the
goals of the business are established, together with strategies for achieving goals and for
performance evaluation.
A method for conducting business Corporations is commanded and managed. British Cadbury
Committee "Corporate governance addresses laws, regulations, customs, and unwritten rules." that
affect a company's capacity to make wise managerial choices concerning its claims, particularly its
shareholders, creditors, consumers, and the State and workers.
Desirable Corporate Governance Code of the Confederation of Indian Industry (CII) (1998)
"A resilient and thriving capital market requires strong corporate governance, and it is a crucial tool
for protecting investors. It is the lifeblood that flows through the veins of open company transparency
and excellent accounting procedures. It is the driving force behind an effective and user-friendly
financial reporting framework.
Report of the SEBI-established Kumar Mangalam Birla Committee on Corporate Governance (1999)
"Corporate governance is the acknowledgment by management of the shareholders' unalienable
rights as the company's genuine owners and they’re out as trustees on their behalf. It is about
adhering to ideals, engaging in moral business practices, and recognizing the difference between
personal and company finances.
Report of N.R. Narayana Murthy Committee on Corporate Governance constituted by SEBI (2003)
“Corporate Governance is the application of best management practices, compliance of law in true
letter and spirit and adherence to ethical standards for effective management and distribution of
wealth and discharge of social responsibility for sustainable development of all stakeholders.”

2.1.1 Objectives of Corporate Governance

To align the corporate goals of its stakeholders (society, shareholders, etc.) Corporate governance
is a Way of life rather than a Code
• To strengthen corporate functioning and discourage mismanagement
• To achieve corporate goals by making investments in profitable investment outlets.
• To specify the responsibility of the B.O.D and managers to ensure good corporate performance.
There is a global consensus about the objective of ‘good’ corporate governance: maximizing long-
term shareholder value.” Corporate Governance is a system of structuring, operating, and controlling
a company with the following specific aims: —
(i) Fulfilling long-term strategic goals of owners.
(ii) Taking care of the interests of employees.
(iii) A consideration for the environment and the local community.
(iv) Maintaining excellent relations with customers and suppliers.
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(v) Proper compliance with all the applicable legal and regulatory requirements.
NEED for Corporate Governance: Corporate Governance is needed to create a corporate culture of
transparency, accountability, and disclosure. It refers to compliance with all the moral & ethical
values, legal framework, and voluntarily adopted practices. This enhances customer satisfaction,
shareholder value, and wealth.
Corporate Performance: Improved governance structures and processes help ensure quality
decision-making, encourage effective succession planning for senior management, and enhance the
long-term prosperity of companies, independent of the type of company and its sources of finance.
This can be linked with improved corporate performance- either in terms of share price or profitability.
Enhanced Investor Trust: Investors consider corporate Governance as important as financial
performance when evaluating investment companies.
Investors who are provided with high levels of disclosure & transparency are likely to invest openly
in those companies. The consulting firm McKinsey surveyed and determined that global institutional
investors are prepared to pay a premium of up to 40 percent for shares in companies with superior
corporate governance practices. Better Access to Global Market: Good corporate governance
systems attract investment from global investors, which subsequently leads to greater efficiencies in
the financial sector.
Combating Corruption: Companies that are transparent and have a sound system that provides full
disclosure of accounting and auditing procedures allow transparency in all business transactions
and provide an environment where corruption will certainly fade out. Corporate Governance enables
a corporation to compete more efficiently and prevent fraud and malpractices within the organization.
Evidence indicates that well-governed companies receive higher market valuations. The credit
worthiness of a company can be trusted based on corporate governance practices in the company.
Reduced Risk of Corporate Crisis and Scandals: Effective Corporate Governance ensures an
efficient risk mitigation system in place. The transparent and accountable system that Corporate
Governance makes the Board of a company aware of all the risks involved in a particular strategy,
thereby, placing various control systems to monitor the related issues.
The company is hence obliged to make timely disclosures on regular basis to all its shareholders to
maintain good investor relations. Good Corporate Governance practices create an environment
where Boards cannot ignore their accountability to these stakeholders.
Importance of Corporate Governance
• It shapes the growth and future of capital markets of the economy
• It helps in raising funds from capitals markets
• It links the company’s management with its financial reporting system.
• It improves the efficiency and effectiveness of the enterprise and the wealth of the economy
• It improves the international image of the corporate sector and enables home companies to raise
global • It helps management to take innovative decisions for effective functioning of the enterprise

3
2.1.2 Code for best Corporate Practices:
The primary goal of the Code of Best Corporate Governance Practices is to guide all sorts of
businesses.
- Whether publicly traded or privately held, corporations, limited liability companies, or partnerships
- To improve their performance and facilitate access to money
The Code is made up of six parts:
1. Owners.
2. shareholders, stakeholders, or partners Board of Directors.
3. the body representing the owner’s Management
4. the body representing the owner’s Management
5. the chief executive officer and top managers Auditing
6. the independent auditor’s Surveillance
7. the fiscal council
The Need for Corporate Governance:
Corporate governance exists as a framework for the workings of an organization. One of the main
ways that corporate governance helps organizations is that it takes care of conflicts of interests within
an organization and aligns everyone’s goals and interests to work for the betterment of the
organization. It also clearly states the rights and responsibilities of those involved in the day-to-day
workings of the organization.
Elements of Corporate Governance:
The major elements of effective corporate governance include:
Efficiency and effective governance: The organization cannot survive without having a solid structure
and only then can it produce and meet the needs and demands of consumers and shareholders.
Transparency: Transparency, while it increases the company’s good name in the eyes of the public,
is also useful in unifying a company. When employees of all levels and management understand
clearly, the goals and strategies of upper management, they have a clearer idea of what the company
is working towards.
Accountability: Corporate governance includes the aspect of being accountable to both the company
as well as its stakeholders with proper documentation. It includes aspects such as cordial employee
relations and public perception.
Inclusiveness, Participation, and Corporate Citizenship: This aspect of corporate governance
encompasses two key aspects: a company acting with social and environmental responsibility as
well as making shareholders and employees from all backgrounds and genders feel more welcome
and at home in the organization.
Legal Abidance: This element deals with the requirement of any organization to have well-defined,
fair legal systems and boundaries in place for an organization to conduct its business.

4
2.2 CORPORATE GOVERNANCE THEORY AND PRACTICE

Various theories and philosophies have provided the foundation for the development of alternative
forms of corporate governance systems around the world. Furthermore, as economies have evolved
through time it appears that corporate executives have deviated from the sole objective of
maximizing shareholders’ wealth. Owners of the capital have responded to these forces to preserve
their wealth and earn a reasonable return on their invested capital. Whereas internal corporate
control, Self-Instructional Material.
Corporate managers can add value to common stockholders without decreasing the welfare of the
other corporate stakeholders. For example, borrowing a portion of the capital that is needed for
financing activities of the firm, would lead to a higher return to common stockholders. This is because
borrowing is generally inexpensive for the firm in the face of taxation benefits available to business
enterprises. Executive decisions may result in a transfer of wealth from one group of shareholders
to the other. For example, by undertaking risky investment projects, greater rewards may be
available to common stockholders without any such benefits to bondholders, except for suffering
from excessive risk. Corporate managers can also destroy wealth.
History tells us numerous examples in which actions undertaken by corporate executives have
resulted in the bankruptcy of the firm. The managers of a business enterprise, however, could add
value for all corporate stakeholders including owners of the capital, labor, and society at large. This
would be a case of Pareto optimality in which the welfare of some groups is increased without any
decrease in benefits to the others.
The Theory of Corporate Internal Control Corporate governance is concerned with managing the
relationship among various corporate stakeholders. Roe (1994), states that the American corporate
governance system emerged as a result of both economic evolution and its democratic philosophy.
In effect, the government by deliberately weakening commercial banks gave corporate managers
excessive power. U.S. Banks were prevented from becoming corporate shareholders, let alone a
large shareholders. U.S. laws further restrained the activities of large shareholders. In this manner,
the profile of the American corporate shareholding became as widely dispersed as possible. The
idea, as expressed by the Coase Theorem, was that in this manner management would need to get
the agreement of numerous dispersed shareholders, and thereby act in the best interests of them
all. The political view on corporate governance was based on the belief that banks, as lenders to the
corporation, should not be able to affect the payoffs to common stockholders.
The modern view on corporate governance, as expressed by North (1994), “depicts formal and
informal contractual agreements among corporate stakeholders”. These may include the payoff
structure for suppliers of capital such as stockholders and lenders, the incentive structure for
corporate managers, and the organizational structure for maintaining an effective balance in the
bargaining power of employees of the corporation. This humanly designed organizational structure
would involve transaction costs for maintaining and enforcing agreements.
5
The neoclassical view assumes that institutions do not matter. Modigliani and Miller (1958), for
example, hypothesize that assuming that the investment policy of the firm is known to the market,
its total market value would The Journal of American Academy of Business, Cambridge * September
2004 be independent of the mix of debt and equity that is used in financing the firm’s assets. In
particular, the firm’s structure of capital claims would not affect its overall cost of capital.
Fair Competition is beneficial for the consumers, producers/sellers, and finally for the whole society
since it induces economic growth. The objective of Competition is a free and fair market. It will lead
to the enhancement of economic freedom and lower barriers to entry for new firms and competitors.
Competition is a dynamic concept with no unique definition, except what is understood in common
parlance in the context of Market and Trade.
Governance Linked with Competition Corporate Governance The word ‘Corporate’ is associated
with legal enactment for the transaction of a business. Similarly, the word ‘Governance’ meant s
exercise of Authority, Direction, or Control. Thus, the concept of ‘Corporate Governance’ is the
system by which the management of a business entity directs and controls the activities in the best
interest of the stakeholder. Corporate Governance refers to the way a corporation is governed. It is
the technique by which companies are directed and managed.
As per N.R Narayana Murthy, Chairman, Committee on Corporate Governance, SEBI, Mumbai,
February 8, 2003 “Corporate Governance is the acceptance by management of the inalienable rights
of shareholders as the true owners of the corporation and their role as trustees on behalf of the
shareholders. It is about commitment to values, about ethical business conduct, and about making
a distinction between personal and corporate funds in the management of a Company.” OECD
originally defined Corporate Governance as the system by which business corporations are directed
and controlled.
The Corporate Governance structure specifies the distribution of rights and responsibilities among
different participants in the Corporation, such as the Board, Managers, Shareholders, and other
stakeholders and spells out the rules and procedures for making decisions on Corporate Affairs. By
doing this, it also provides the structure through which the Company objectives are set and the
means of attaining those objectives and monitoring performance. The OECD also offers a broader
definition as Corporate Governance refers to the Private and Public institutions, including laws,
regulations, and accepted business practices, which together govern the relationship in a market
economy between corporate managers and entrepreneurs (Corporate insiders) on one hand, and
those who invest resources in corporations, on the other hand

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2.3 GOOD GOVERNANCE: MEANING AND CONCEPT

Defining Good Governance Good is a term used with great flexibility; Depending on the context,
good governance has been said at various times to encompass: full respect for effective
participation, human rights, the rule of law, multi-actor partnerships, and accountable processes,
political pluralism, transparent and institutions, an efficient and effective public sector, legitimacy,
access to knowledge, information and education, political empowerment of people, equity,
sustainability, and attitudes and values that foster responsibility, solidarity, and tolerance
Origin and Emergence of the Concept of Good Governance

2.3.1 Examples of Corporate Governance:

Volkswagen AG:

Volkswagen AG, a German company, was and still is one of the biggest vehicle manufacturers in
the world. It resorted to unfair means to profit off the environment. Volkswagen was involved in an
emissions scandal, popularly known as “Dieselgate”.The United States Environmental protection
Agency (EPA) issued a notice of the violation of the Clean Air Act in September 2015 to Volkswagen,
which is when the scandal began. Further investigation revealed that Volkswagen had deliberately
rigged engine emission equipment in its cars to manipulate pollution test results in America and
Europe. As of 1st June 2020, the Dieselgate scandal has cost Volkswagen $33.3 billion.

Enron:

Enron's con was that the board of directors waived certain conflict-of-interest laws by allowing
Andrew Fastow, the company's chief financial officer (CFO), to form new, private companies and do
business with the company.
These private partnerships were used to conceal Enron's debts and obligations, which would have
diminished the company's income. Eventually, these manipulations in the accounts of the firm were
caught but the investors in Enron lost $74 billion and four years later the company declared
bankruptcy in December 2001.

Worldcom:

In 2001, WorldCom, one of the world's biggest telecommunications providers and a key dividend-
paying stock owned by a lot of passive investors and passive investment funds, tried to falsify
almost $4 billion in profits on its profit and loss statement. It did so by using the maneuvers of upper
7
management to manipulate the financial records.

Just like Enron, Worldcom too declared bankruptcy in July 2002 and the chief executive officer (CEO)
and the chief financial officer (CFO) at the time were both jailed for five and twenty-five years
respectively. Even though ultimately all these companies had to answer for their misconduct and
had to pay hefty fines, a huge amount of damage to other stakeholders especially the general public
either directly or indirectly had already been done. All the examples taken above are of the world’s
biggest companies with multiple regulatory practices to avoid such situations in place. Such
instances are even more common in small and mid-sized companies with not as many regulations
in place.

However, there are companies with robust corporate governance practices and over the years they
have been rewarded for them as well. In India, a few of the well-governed companies are- Infosys,
Housing Development Finance Corporation (HDFC), Hindustan Unilever, Cipla, Tata Power, and Dr.
Reddy’s Laboratories.

A firm should understand that even though unethical practices might result in short-term profits, they
can never ensure long-term success. In the next section, we’ll go through the core concepts that
differentiate firms based on their corporate governance.

2.3.2 Benefits and Issues of Corporate Governance:

The benefits of effective governance include better public goodwill, cost reduction, stronger growth,
and lesser compliance failure. Some commonly faced issues include aspects like ethical violations,
short-term goals with no vision, lack of diversity, and poor standards.
When an organization does not adhere to certain terms, conditions, standards, or regulations, the
management comes under the scanner in the form of governance compliance risk. In instances like
these, companies may incur heavy penalties with a loss of face. Consultants or services help
companies manage difficult periods and aid them in navigating through tough times.
While corporate governance is usually carried out by the upper echelons of management, there may
be issues. In those cases, management may call experts known as corporate governance
consultants and services who work closely with management to try and understand the workings of
an organization. These services and consultants also exist as part of highly specialized executive
search firms or even independent third parties that exist specifically to cater to specific areas and
offer specific services.

8
2.3.3 Principles of Corporate Governance

Accountability: Accountability makes sure that the management of a firm is accountable to the board
members of the firm who are accountable to the shareholders.
Fairness: Fairness refers to the way a firm treats its minority stakeholders including minority
shareholders, foreign investors, and employees.
Transparency: Transparency is responsible for the accurate timely and high-quality disclosure of all
the firm’s substantial announcements including financial statements, annual reports, investor
presentations, etc.
Independence: The management should make independent decisions and therefore, independence
is meant to avoid conflict of interest situations.
Sustainability: Sustainability refers to the development that meets the needs of the present
stakeholders without adversely affecting the ability of future generations to meet their needs.
Openness: Openness ensures that material about current events in the company's affairs must be
delivered timely except for commercially confidential information.
Reputation: Reputation is a very important aspect of a firm, especially a firm that is publicly listed.
The share price of a company is usually directly and strongly correlated to the reputation of the firm
which may be good or bad.
Stakeholder Interface: The stakeholder interface encompasses well-defined shareholder rights. The
stakeholder interface includes well-organized shareholder meetings, protection of minority
shareholders, well-defined and transparent dividend policies, etc.
Good Board Practices: Good board practices are associated with appropriate board procedures,
well-defined stakeholders’ authorities, evaluation and training of board members, etc.
Control Environment: Control environment focuses on internal control procedures including risk
management frameworks, disaster management systems, media management techniques,
independent internal audit committees, etc.
Board Commitment: Board commitment ensures that the board seriously addresses the corporate
governance matters and allocates a sufficient amount of resources for the same.

9
2.3.4 Corporate Governances’ Law and Codes

Law and codes serve as the primary source of corporate governance in firms worldwide. Different
countries have different laws in place to enforce corporate governance and different firms have
different codes in place to enforce corporate governance.

Law: A law establishes the minimum legal requirements that serve as the basis for informal codes
of best practices.
Codes: Voluntary Codes set a higher standard for corporate governance standards than legal
requirements.
Therefore, firms with good corporate governance tend to have several codes set in place
supplementing the pre-existing law in place.
Now, we’ll focus on the Sarbanes-Oxley (SOX) Act of 2002, which is considered to be one of the
founding laws of corporate governance and is widely accepted all over the world.

Sarbanes-Oxley (SOX) Act:

The Sarbanes-Oxley Act of 2002 was enacted in response to financial uncertainty surrounding
publicly listed firms including Enron and WorldCom in the early 2000s.

The high-profile frauds presented by these firms rattled public interest in the accuracy of corporate
financial statements and many market participants demanded certain new rules and regulations to
tackle such situations in the future.

For this purpose, the U.S. Congress passed the Sarbanes-Oxley Act on July 30, 2002. A few of the
key aspects of the SOX act are:

• Chief executive officers (CEOs) and chief financial officers (CFOs) must ensure that reports filed with
the Securities and Exchange Commission (SEC) are accurate for publicly traded firms.
• CEOs and CFOs must affirm that disclosures provide a complete and accurate presentation of their
company’s financial conditions and operations.
• CEOs and CFOs are responsible for all the aspects of internal controls in the firm and the employees
of the firm are required to disclose any significant deficiencies in internal controls.
• The effectiveness of a firm’s reporting procedures and controls must be reviewed annually.
• The board members are required to be able to understand the various accounting principles, be able
to comprehend financial statements and have experience with internal audits.

In India, The Companies Act, introduced in 1956 and improvised in 2013 is the primary law on
corporate governance. Other regulations include the Securities and Exchange Board of India (SEBI)
10
2.4 Ending Notes

An organization with solid, open corporate governance makes ethical choices that favor all of its
stakeholders, helping it to position itself as an appealing investment opportunity if its financials are
in good shape.
Bad corporate governance causes a company's collapse, which also results in scandals and
bankruptcy.

11
3.1 Conclusion
The study emphasizes the conclusion that faulty corporate governance may be followed
through their decisions as well as their reasons and actions, and corporate governance exists
as a structure for an organization's operations. One of the key reasons that corporate
governance benefits businesses are because it resolves internal conflicts of interest and
aligns everyone's objectives and interests to work for the good of the corporation. It also
clearly defines the rights and duties of those who participate in the day-to-day activities of the
organization.
Improved governance structures and processes help to support effective decision-making,
develop proper succession planning for senior management, and increase a company's long-
term profitability, regardless of size or funding source. Good Governance is defined as In
different contexts, good governance has been defined as full respect for effective participation,
human rights, the rule of law, multi-actor partnerships, accountable processes, political
pluralism, transparency and institutions, an efficient and effective public sector, legitimacy,
access to knowledge, information, and education, political empowerment of people, equity,
sustainability, and accountability.

12
3.2 Research Limitations

This research has many limitations due to the groundwork and no actual examples hovering in the present
because this firm makes sure that the legal, as well as the board members, are kept discreet or the actions
done are kept so. Nevertheless, giant firms could easily twist the facts and keep going for their growth only
a few companies are doing good work on the ground reality else are just showing the facts and making
NGOs for the sake of saving their income.

13
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business/

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