Corporate Governance: Principles, Policies and Practices

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