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CORPORATE GOVERNANCE FRAMEWORK

by Prof. YRK Reddy


www.yagaconsulting.com www.academyofcg.org

2005 YRK Reddy

The Globalisation of Standards


The rationale & the broad strategy IMF,World Bank,OECD,Commonwealth, BCBS,IAIS The moves fro generic to specific the early arguments of ACG All assume market economy benefits and mostly the outsider model
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A Good Situation
Research Analysis/ Media/ Ratings/ markets for control

Shareholder Meetings & Vote Board, supervision, meetings & Vote Management Reportings
Activisim/ Transparency/ Accountability/ equitable rights

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Modern corporations are disciplined by internal and external factors


(Source: Corporate Governance Framework, Nadereh Chamlou, Magdi Iskande, World Bank)

Internal
Shareholders

External
Private
Stakeholders

Regulatory
Standards (for example, accounting and auditing) Laws and regulations Financial Sector Debt Equity Markets Competitive factor and product markets Foreign direct investment Corporate control

Board of Directors
Appoints and monitors

Reputational agents1 Accounts Lawyers Credit Rating Investment Bankers Financial media Investment advisors Research Corporate Governance Analysis

Reports to

Management
Operates

Core functions

1Reputational

agents refer to private sector agents, self-regulating bodies, the media, and civic society that reduce information asymmetry, improve the monitoring of firms, and shed light on opportunistic behaviour
2005 YRK Reddy

The Irresistible Case for CG


Korea-US Research: 160% premuim ABN/AMRO: Best CG Rated companies had P/E ratios 20% higher Russian study: 70,000% increase in firm value of 21 companies Deutsche Bank: S&P 500: 19% out-performance. Harvard / Wharton: abnormal returns of 8.5% Cheaper debt: Romania`s BCR Operations too: better ROE; EVA
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2005 YRK Reddy

The Country Analysis in Scorecard Four Critical Factors


Legal Infrastructure Regulation Information Infrastructure Market Infrastructure

2005 YRK Reddy

The Special Case of Insurance Industry


Opacity of financial institutions due to nature of some contracts; deferred exchange; swift changes in risk profiles Illiquidity & risk of Asset liability mismatch Informational asymmetries between policy holders & insurers Complex structure of principle-agent issues and coordination problems
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The need for strong regulation and active supervision. ( fixes the informational asymmetries, market failures, systemic risks). Supplemented by self-regulatory initiatives by Boards and shareholders; market discipline, legal infrastructure etc. A complex construct of listing agreements; company laws; insurance laws; regulatory norms; supervisory expectations the great need for alignment / harmonisation.
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The IAIS Guidance


ICP 9 is mainly the role, responsibility of Boards and senior management. Integrates with other Core Principles that relate to CG:
Suitability of Persons Changes in control & Portfolio Transfers. Internal Controls On-site inspections Risk Assessment & Risk Management Information, disclosure and Transparency towards the market
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Insurance Core Principles on Corporate Governance


Essential criteria
A) The supervisory authority requires and verifies that the insurer complies with applicable corporate governance principles B) Board of Directors: 1. Sets out its responsibilities in accepting and committing to the specific corporate governance principles for its undertaking. Regulations on corporate governance should be covered in general company law and/or insurance law. These regulations should take account of the size, nature and complexity of the insurer.
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2.

Establishes policies and strategies, the means of attaining them, and procedures for monitoring and evaluating the progress toward them. Adherence to the policies and strategies are reviewed regularly, and at least annually.
Satisfies itself that the insurer is organised in a way that

3.

promotes the effective and prudent management of the institution and the boards oversight of that management. The board of directors has in place and monitors independent risk management functions that monitor the risks related to the type of business undertaken. The board of directors establishes audit functions, actuarial functions, strong internal controls and applicable checks and balances.

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4. Distinguishes between the responsibilities, decision-making,

interaction and cooperation of the board of directors, chairman, chief executive and senior management. The board of directors delegates its responsibilities and establishes decision-making processes. The insurer establishes a division of responsibilities that will ensure a balance of power and authority, so that no one individual has unfettered powers of decision.
5. Establishes standards of business conduct and ethical

behaviour for directors, senior management and other personnel. These include policies on private transactions, selfdealing, preferential treatment of favoured internal and external entities, covering trading losses and other inordinate trade practices of a non-arms length nature. The insurer has an on-going, appropriate and effective process of ensuring adherence to those standards.

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6. Appoints and dismisses senior management. It establishes a remuneration policy that is reviewed periodically. This policy is made available to the supervisory authority. 7. Collectively ensures that the insurer complies with all relevant laws, regulations and any established codes of conduct (refer to EC f)
8. Has thorough knowledge, skills, experience and commitment to oversee the insurer effectively (refer to ICP 7). 9. Is not subject to undue influence from management or other parties. The board of directors has access to information about the insurer, and asks and receives additional information and analyses that the board sees fit.

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10. Communicates with the supervisory authority as required and meets with the supervisory authority when requested.
11. Sets out policies that address conflicts of interest, fair treatment of customers and information sharing with stakeholders, and reviews these policies regularly (refer to ICP 25). C) Senior Management is responsible for: 1. Overseeing the operations of the insurer and providing direction to it on a day-to-day basis, subject to the objectives and policies set out by the board of directors, as well as to legislation. 2. Providing the board of directors with recommendations, for its review and approval, on objectives, strategy, business plans and major policies that govern the operation of the insurer.
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3.Providing the board with comprehensive, relevant and timely


information that will enable it to review business objectives, business strategy and policies, and to hold senior management accountable for its performance.

Advanced criteria
1. The board of directors may establish committees with specific responsibilities like a compensation committee, audit committee or risk management committee. 2. The remuneration policy for directors and senior management has regard to the performance of the person as well as that of the insurer. The remuneration policy should not include incentives that would encourage imprudent behaviour.
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3. The board of directors identifies an officer or officers with responsibility for ensuring compliance with relevant legislation and required standards of business conduct and who reports to the board of directors at regular intervals (refer to EC b). 4. When a responsible actuary is part of the supervisory process, the actuary has direct access to the board of directors or a committee of the board. The actuary reports relevant matters to the board of directors on a timely basis.

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OECD Guidelines for Insurers Governance


Recommendations for Insurance and Private Pensions Committee, adopted by OECD Council on April 2005. Note the absence of corporate and the overall emphasis on the stakeholder system.

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Regulation alone cannot achieve the good practice necessary for integrity and effectiveness. Companies themselves must develop internal rules and systems in order to reach these goals, but governments and international bodies can provide guidance on these rules and systems.

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Main Objectives
To provide complementary guidance that would help the sector to enhance the protection of policyholders and/or shareholders beyond the protection already by existing regulation and supervision; and To develop complementary guidance specifically directed to the insurance sector that would supplement corporate governance rules generally applicable to corporations Covers: Governance structure, Internal governance mechanisms and Stakeholders protection
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Guidelines for Insurers Governance


1. Governance Structure: The governance

structure must establish an appropriate division of administrative and oversight responsibilities, stipulate and delineate the qualifications and duties of persons bearing responsibilities, and protect the right of policyholders and shareholders or participating policyholders
Guidelines I. Identification of responsibilities Guidelines II. Board's structure
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Guideline III.

Functions and responsibilities

Reviewing and guiding the strategy of the insurance entity, including insurance strategies,; approving the pricing strategy, setting performance objectives, overseeing auditing and actuarial functions, and other oversight structures and monitoring the administration of the insurance entity in order to ensure that the objectives set out in the fund by-laws, statutes or contracts, or in documents associated with any of these, are attained (e.g. diversified asset allocation, cost effectiveness of administration et.);
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Guideline IV. Composition and suitability

Guideline V. Accountability
Guideline VI. Actuary Guidelines VII. External Auditors

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2. Internal Governance Mechanisms: Insurance entities should have appropriate control, communication and incentive mechanisms that encourage good decision making power and timely execution, transparency, disclosure and ensure regular review and assessment, having regard to the branches of business operated. These mechanisms should be tailored to the protection of policyholders, beneficiaries and shareholders (or participating policyholders).

Guideline VIII. Internal controls Guideline IX. Reporting

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3. Stakeholders protection: The governance framework of insurance entities should ensure an appropriate protection of the rights of stakeholders through disclosure and redress mechanisms and the compliance with the basic rights of shareholders or participating policyholders in the case of mutual insurers.

Guideline X.

Protection of participating policyholders in the case of mutual insurers.

Guideline XI. Disclosure Guideline XII. Redress

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