Professional Documents
Culture Documents
6 Corporate Governance
6 Corporate Governance
Module 6
Contd..
Composition
Contd..
Separation
Contd..
Should
Contd
Appointment
to the board and directors and re-election Directors and executive remuneration1. Transparency
2. Pay for performance
3. Process for determination
4. Severance for non-executive directors
. Disclosure and audit
. Protection of shareholders rights and their expectations1. should companys always adhere to one share one vote principle
2. Should companys retain voting by a show of hands or by poll
3. Should share holders approval be required for all major
transactions
. Dialogue with institutional shareholder issue
. Should investors have a say in making a company socially
responsible corporate citizen
Contd..
Problems
Contd..
Stewardship
1.
2.
3.
4.
theory
This theory discounts the possible conflicts
between corporate management and owners and
shows a preference for a board of directors made
up of primarily of corporate insiders
This theory assumes that managers are basically
trust worthy and attach significant value to their
own personal reputation
Financial reporting , disclosure and auditing are
important mechanism
This theory defines situations in which managers
are not motivated by individual goals but rather
they are stewards whose motives are aligned with
the objectives of their principals
Contd..
Stakeholders