CORPORATE GOVERNANCE

CONTENTS CONTENTS
What is Corporate governance ? Concept and objectives of Corporate governance Advantages and Disadvantages of Corporate governance Principles of Corporate governance Factors affecting Corporate governance

CORPORATE GOVERNANCE
Corporate Governance may be defined as a set of systems, processes and principles which ensure that a company is governed in the best interest of all stakeholders. It is the system by which companies are directed and controlled. It is about promoting corporate fairness, transparency and accountability.

CONCEPT
It involves a set of relationships between a companys management, its board, its shareholders and other stakeholders; It deals with prevention or mitigation of the conflict of interests of stakeholders.Ways of mitigating or preventing these conflicts of interests include the processes, customs, policies, laws, and institutions which have impact on the way a company is controlled. An important theme of corporate governance is the nature and extent of accountability of people in the business, and mechanisms that try to decrease the principalagent problem.

OBJECTIVES
A properly structured board capable of taking independent and objective decisions is in place at the helm of affairs; The board is balance as regards the representation of adequate number of nonexecutive and independent directors who will take care of their interests and well-being of all the stakeholders; The board adopts transparent procedures and practices and arrives at decisions on the strength of adequate information;

OBJECTIVES
The board has an effective machinery to subserve the concerns of stakeholders. The board keeps the shareholders informed of relevant developments impacting the company; The board effectively and regularly monitors the functioning of the management team; The board remains in effective control of the affairs of the company at all times.

ADVANTAGES OF CORPORATE GOVERNANCE

Enhanced Performance- helps a company improve
overall performance. Without corporate governance, a company tends to be weak and sluggish.

Access to Capital- The better corporate governance a

company has, the more easily it can access outside capital that the business can use to fund its projects. Since corporate governance includes major shareholders, it connects investors with the business itself, and these investors use their resources and contacts to support the company monetarily.

 Better Standards- Corporate governance makes many

decisions about business operations, but one of the most important decisions involves corporate standards. Standards affect the quality of products and the goals that the business has in technology, customer service, and marketing.

Better Talent Utilization- With a strong corporate

governance structure, people can find positions that utilize their talents more effectively, and the board of directors and top leaders of the business are always looking to add more talented people to their numbers.

DISADVANTAGES OF CORPORATE GOVERNANCE

Easily Corruptible-Corporate governance needs a certain level of
government oversight to avoid increasing levels of corruption. The lack of

governmental oversight in corporate governance lead to a misallocation of credit that actually worked against competition.

Family-Owned Companies- Corporate governance works at its best

when shareholders and board members are able to make objective decisions that are in the best interest of the company. According to Ibis Associates, a business planning firm, family-run corporations (founding family members own controlling share of the company), such as Ford and Wal Mart, lose objectivity in business making decisions due to the family's financial investment in the business' performance and the emotional ties associated with building a worldwide corporation from the ground up.

Costs of Monitoring- To effectively govern a publicly traded

corporation, shareholders must speak with one voice and have enough votes to allow that voice to have any real weight. This requires individuals that have a collective vision for the company to pour more money into that company to gain a controlling share.

PRINCIPLES OF CORPORATE GOVERNANCE

Rights and equitable treatment of shareholders-Organizations should respect the rights of shareholders and help shareholders to exercise those rights. They can help shareholders exercise their rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings. Interests of other stakeholders:- Organizations should recognize that they have legal, contractual, social, and market driven obligations to non-shareholder stakeholders, including employees, investors, creditors, suppliers, local communities, customers, and policy makers.

 Role and responsibilities of the board:-- The board needs sufficient relevant skills and understanding to review and challenge management performance. It also needs adequate size and appropriate levels of independence and commitment
Integrity and ethical behavior:- Integrity should be a fundamental requirement in choosing corporate officers and board members. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. Disclosure and transparency:- Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide stakeholders with a level of accountability. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information.

REGULATION AND THERE ENFORCEMENT : Since corporate governance failures have proved to be harmful not just for the organizations but also for the economy and the general public at large as well, there have been public pressures on the government and regulatory authorities to reform business practices and increase transparency. Consequently, it has become a part of the governments duty to ensure accountability and responsibility in corporate behavior. Effective disposal of this responsibility basically revolves around two things: First, the designing of regulatory commands i.e. the regulations and laws to ensure good corporate governance; and Second is the enforcement of regulations.

RISK MANAGEMENT AND EFFECTIVE GOVERNANCE: In todays world, frauds are an undeniable fact of business life. Affecting all types of businesses. New technologies such as the Internet, and the development of fully automated accounting systems, have increased the opportunities for fraud to be committed. Once suspected or discovered, investigating fraud is a specialist task requiring experience and technical skill and can be very costly. Thus, there is no doubt that fraud is best prevented, rather than dealt with after the fact. The most effective and appropriate response to the problem of fraud involves a combination of risk management techniques. These techniques include: Setting up inherent control based upon soft controls that occur continuously and consistently throughout the organization. Such controls should be embedded in normal business practice and be designed in such a way that they are to a large extent self sustaining; and Setting up formal control processes of monitoring, reviewing and reporting

WHY CORPORATE GOVERNANCE?:AT NATIONAL LEVEL :As barriers to the free flow of capital fall, it becomes imperative to recognize that the quality of corporate governance is relevant to capital formation and that sound corporate governance principles is the foundation upon which the trust of investors is built. Corporate governance represents the ethical the moral framework under which business decisions are taken. Thus, any investor, when making investments across the borders or even otherwise, wants to be sure that not only are the capital markets or enterprises with which they are investing are being run competently but they also have good corporate governance. Consequently, lack of sound corporate governance practices in any country can badly affect the confidence of foreign investors, in turn causing damage to the amount of foreign investments flowing in.

At the company and individual level:It is self evident that sound corporate governance is essential to the well being of an individual company and its stakeholders, particularly its shareholders and creditors. We need only remind ourselves of the many companies, across the world, whose financial difficulties and, ultimate demise have been substantially attributable to weak corporate governance. On the other hand, there are several areas of self-interest that should drive companies to embrace more effective governance. These areas are: 1. Effective governance helps to minimize reputational risks and thus, protecting the brand; 2. It helps to instill trust in customers and vendors; 3. It also helps to assure effectiveness and integrity of a companys business processes. 4. Further, in many cases, the punishment, in terms of penalties or imprisonment, for white-collar crimes are now in excess for such criminal acts such as armed robbery, assault, and negligent murder. Even to escape such punishments, ensuring corporate governance compliance is a must.

Most of the regulations made, such as SOX in US and Clause 49 of Listing Agreement in India, are applicable only to publicly-registered or listed companies and private companies are out of the ambit of these regulations. However, today we see that private companies are also becoming big in size and impact. Very near examples would include joint ventures being organized as private companies within the insurance industry in India. Thus, failure of corporate governance within these private companies as well can very badly harm the general public at large. And also since new standards of corporate governance, while only required by law at public companies, are for forming best practices in many will governed private companies, we strongly feel that the applicability of such regulations, after suitable modifications, be extended to private companies as well. Apart from the necessity as above, it is also in the self-interest of private companies to ensure good corporate governance. This is primarily because:-

1. Usually, in most private companies, controls are informal or even if

there are formal controls, they tend to be detective rather than preventive. This makes private companies unprotected against risks, which needs to be mitigated. 2. Good corporate governance increases creditworthiness of the company and thus, enables it to raise funds at cheaper cost. Good corporate governance is also a must for companies that are planning to seek stock exchange listing and raise money from markets by converting them into public company. 3. Finally, if the owners of a private company are considering the sale of all or part of the entity, or are seeking private equity financing, effective controls can increase prospective buyers willingness to pay a premium for the acquisition. Controls enhancements can also help attract new business partners.

Public sector corporate governance: Altough the private sector model view shareholders as main

stakeholders. In public sector specific users group those directly responsible for funding and the community at large assume great importance as stakeholders. Stewardship and accountibility of use of funds and assets is particularly important in public sector. It is becoming more important to focus on corporate governance in public sector to maintain faith in system and promote better service to the public sector to maintain faith in the system and promote better service to the public.

Good institutional governance should be instilled by the development of governance systems in ministries and authorities, with the aim of focusing on enhancing the quality of public services consistent with citizen expectations, promoting compliance and conformance, with appropriate transparency and flexibility.

CASE STUDY : GLAXOSMITHKLINE

Do more, feel better, live longer

GLAXOSMITHKLINE
Type Traded as Industry Public limited company LSE: GSK NYSE: GSK Pharmaceutical, biotechnology Glaxo Wellcome SmithKline Beecham 2000 (London) London, United Kingdom Chris Gent (Chairman) Andrew Witty (Chief Executive) Pharmaceuticals, vaccines, oral healthcare products, nutritional products, over-the-counter medicines 27.387 billion (2011) 8.397 billion (2011) 5.458 billion (2011) 96,500 (2010)[2] www.gsk.com

Predecessor(s) Founded Headquarters

Key people Products Revenue Operating Income Net Income Employees Website

GLAXOSMITHKLINE
They believe that it is in the vital financial interest of the firm to conduct their business with honesty and integrity complying all legal and regulatory requirements. The code applies to all their employees worldwide. Their code of conduct is as follows: All employees must conduct business with honesty and integrity in a professional manner for the firms good reputation. Employees must build relationships on the basis of trust and treat all with respect and dignity. Their stakeholders like customers, suppliers, employees must know the legal requirements of business and company rules, policy and procedures. Avoid any activity which could lead to unlawful practice and harm the firms image. Avoid conflicts of interest within the firm in all transactions. Give accurate and reliable information in records submitted while safeguarding the firms confidential information.

Employees are responsible for the following: All employees must uphold standards in the conduct of the firms business. When in doubt the must ask the firms legal department. Senior Management should be the role model for others. Failure of the employees regarding compliance to the code would lead to disciplinary action right up to severance from employment of the firm. When in doubt the firm wants the employees to ask questions for them. GlaxoSmithKline recognizes that commercial pressures and complex regulatory environments can present employees with difficult ethical situations.GSK provide guidance and support for the backed by rigorous auditing and action if misconduct is identified.
GSK has audit systems to help identify and deal with cases of non-

compliance. Those who violate company standards are subjected to disciplinary action including dismissal in serious cases. Serious violations and remedial actions are reported to the audit committee of the board. Doing the right thing can, at times appear to sacrifice some immediate advantage. However, GSKs commitment to integrity and high standards of business ethics benefit their customers, communities, shareholders, employees and the business

The companys Code Of Conduct An Introduction to Corporate Ethics and Compliance promotes honest and ethical conduct by setting out standards to be followed by GSKs employees in their everyday work for the company helps employees understand what the Code means in practice and what is acceptable and unacceptable behavior.

A separate publication, the Employee Guide to Business Conduct,

The Code is available on the company intranet.

Employees have access to corporate compliance officers and are

encouraged to seek guidance or raise concerns with the officers directly. Their contact details are in the Code Of Conduct brochure the Employee Guide and on the company intranet.
A secure off-site PO Box address is available for confidential written

communication, and toll-free telephone GlaxoSmithKline Integrity Help lines are available in the US and the UK.

CASE STUDY :

Type

Public NASDAQ: GOOG NASDAQ-100 Component S&P 500 Component Internet, Computer software Menlo Park, California, U.S. (September 4, 1998 (1998-09-04))[1][2]

Traded as
Industry Founded

Founder(s)
Headquarters Area served

Sergey Brin, Larry Page

Mountain View, California, United States Worldwide Larry Page (Co-Founder & CEO) Eric Schmidt (Executive Chairman) US$ 37.905 billion (2011) US$ 11.632 billion (2011) US$ 09.737 billion (2011) US$ 72.574 billion (2011) US$ 58.145 billion (2011) 33,077 (2012)[3]

Key people

Revenue Operating income Profit Total assets Total equity Employees Subsidiaries

AdMob, DoubleClick, On2 Technologies,

Corporate Governance Guidelines

Googles motto is do not be evil. They believe these words relate to the way they serve their users. Their code message is that Google strives towards the highest possible standards of ethical behaviour. Following are the seven principles they look at in arriving at their goal:

SERVING THEIR USERS

They have flourished by serving the interests of their users. Their goal is to build products that organize the worlds information and make it available to their users.

Usefulness: products and services to be user friendly and useful to their

customers.

Honesty: they want clear and truthful communication with their customers.

Responsiveness: they want to be responsive to the user feedback about

their and services.

Action oriented: they want their product and services to their customers to
be useful and in case they are not then, they take appropriate action to make it useful

RESPECT FOR EACH OTHER AMONG EMPLOYEES

They create an ambience in which employee can reach to his full, potential as follows: Employment provides equal opportunity to all employees, without any discrimination. Harassment and discrimination is totally absent from the firm. Drugs and alcohol use is not accepted in the firm at all. Carrying of weapons and any type of violence by the employees is strictly not accepted.

AVOIDANCE OF CONFLICT OF INTEREST

Avoidance of conflict of interest is achieved by the following methods: Openness and transparency is important to work ethics. Personnel investment in the firms equity is done only after the approval of the board of directors. Gifts and entertainments are allowed to be accepted as long as these are of low value and do not impact on the firms decisions with regard to those offerings these gifts or entertainment.

PRESERVING CONFIDENTIALITY
The confidential information could be any of the following: Financial information, product information and user information, the information can be given in select cases on a need to know basis only. Trademarks, logos and copyrights. The name of Google products and services and the logos connected to these are the firms intellectual property and unauthorized use could damage their image. Google partners should not give or receive any confidential information unless they have cleared with the firms legal department. Google wants to give the same respect to competitive information as they expect their competitors would give theirs Google does not want its employees to even discuss confidential information on the net or anywhere else, unless the person has been specially authorize to do

BOOKS AND RECORD-KEEPING

Google believes in accuracy in reporting the financial analysis of the firm. Every member of the Google team has the responsibility of seeing that the books are maintained accurately. No one should ever try to influence the auditing of Googles financial accounts. The employees are supposed to co operate with accounting and financial teams; auditors to ensure that the book are accurately maintained. The employees must report any irregularities if they observe them, even the small problems when they are not as per the firms reporting of Financial and Accounting Concerns Policy.

GOOGLE ASSETS
It is expected that the employees will take care to conserve the firms assets and equipment. They are provided with all the required tools for the job they perform. The firms computers, telephones and other communication equipments are crucial aspects of the firms property and these must be looked after well. While buying from third parties the employees are to get the best bargains of the firm. All contracts must be vetted by the firms legal department and signed by only the authorized signatories.

LAWS

The firm takes the responsibility of complying with the laws of the land and when in doubt about the interpretation of any law the employees are to get in touch with the firms legal department. The firm wants from its employees full compliance with the Foreign Corrupt Practices Act, export control regulations, antitrust laws and other trade regulation statutes. In case of accepting gifts, any item of value would be considered as taking a bribe. Any violation of antitrust law by the employees would not be accepted.

CODE OF CONDUCT

The firm believes that it is not possible to be fully comprehensive with regard to the code of conduct: they want the employees to refer to the legal department in case of any doubts in any matter of ethics.

CONCLUSION

At last, it would be appropriate to say that firstly, there is no unique structure of corporate governance and secondly, corporate governance goes far beyond regulation. The quantity,quality and frequency of financial and managerial disclosure, the extent to which the board of directors exercise their fiduciary responsibilities towards shareholders, the quality of information that management share with their boards and the commitment to run transparent companies cannot be legislated at any level of detail. Instead, these evolve due to the catalytic role played by the more progressive elements within the corporate sector and, thus, enhance corporate transparency and responsibility.The adoption of governance best practices increases the likelihood that leadership will provide the desired corporate performance while confidently trackingS