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CSR
Arthashastra
In the Happiness of his Subjects
lies the Kings Happiness and in their
Welfare, his Welfare.
Kautilyas Arthshastra
Today we have Kings in the garb of
politicians not good old kings like
slowly replaced by business barons?
Is it individuals honesty?
Distinction needs to be made between
institutions and individuals.. Right institutions or
instruments in the hands of wrong individuals
can lead to disastrous consequences. (US
US bailout
No longer the dominant world power?
US melt down
Lehman, AIG, WaMU, Bunty or Bubli (Fenni
& Freddie Mac)
Merryl, European Banks, Japan,
Indonesia, etc.
More corporate on bankruptcies list
come to the fore
A 14$ Tn economy is on its knees for
$700 million
(Senate/Congress debate)
Comment on bailout
Big banks, financial institutions and
lenders who admittedly lent
INDIA SEES THAT NOW !!! Bandra
Kurla
What.. (contd.)
Winston Churchill remarked that the
Hun his disparaging term for
Germans) was either at ones throat or
at ones feet, a vicious adversary or a
worshipful devotee.
Whats
Jawans spend second night in pavement
Security van driver flew with Rs.40L ATM
HC slams Delhi govt. for giving selective
parole
TN prisoners grow fat on jail food
Ranbaxy recalls Acne drug from US mkt
Class III
India can get Nobel for filth J.Ramesh
What is
Farmers fake Bt Cotton as organic US, EU see red.
Commerce Ministry tracks fraud in MP,
Maharashtra through new software.
Cases of Bt. Cotton contaminating organic cotton
farms are on the rise.
Adequate testing facilities lacking. We are
working with customers to see tht every
consignment is checked.
Needs coordination between certification bodies,
their inspects, farmers, NGOs, govt.
representatives, monitoring and feeding
information
What is
Mahindra-Satyam gets legal notices
from 37 cos. Mahindra-Satyam says
it is legally untenable.
Whats
If you want to know what has
happened to these:
Just send 5000 bucks in unmarked
used 100 rupee notes and you will
receive a sneak preview of the
devastating denouncement by return
post:
Consumer Watch
Drive to make detailed servicing report a
must:
An Ahmedabad consumer based CE&RC plans to
launch a campaign to make detailed service reports
compulsory.
Even Whirlpool and Philips said they do provide
repair details on receipts, however, no uniform rules.
There are no mandatory laws governing service
obligations of manufacturers, not just of
electronics, but all products
As a customer I would like to know what was wrong
(with a product), if the same problem recurs after
warrantee
It is therefore necessary to have a report recording a
products history.
What is
Global meltdown Bail outs in trillion dollars
AIG, LEHMAN SUDDENLY FIND THAT THEY
ARE BANKRUPT !!!
SATYAM BECOMES JHOOTA (juta nahi)
MADHU KHODA AND HAWALA
LAW MAKERS LAW BREAKERS
3 AUTO GIANTS WALK
WhatsBus Opportunity.
Whats
Moists liberate people from exploitation and
oppression fight against state terrorism Salwa
Judum legitimate efforts??
Fearing taunts, old dad dumps baby (45 year old)
Sky Walks galore
25% city women have caesarean. / MLA -- RAPE
CASUAL careless calamities collapse
Vegetables injected
Post Office- receives cards with AID virus
Patangrao Kadam Rev Minister, land etc. release to
BVIDYAPEETH.
What is
CII AND INDUSTRY WITH B. BOWLS ONCE
AGAIN
MONSOON FAILURE
SOCIAL CIVIC UNREST AX INDIA WAR
WITH INTERNAL TERROR
EXTERNAL TERRORISM
DEFICIT FINANCING
NOKIA REPLACES CHARGERS (3rd
party!!)
What is
Hadley seen in Lucknow, Trident
Mumbai
SEZs Monsanto & Dupont accused of pressure
tactics
Nano at Gujarat shift from WB .. The NDTV debate
Tata seeks capital to pay off its Corus deal
M&A in some sectors
Globalization end of the road?
PWH SUIT 1 FILED IN USA
Kingfisher flight skids off the tarmac
What is
Farmers suicide Water shortage
Global warming Climate change
Himalays getting taller or over a heap
of plastic piles
What is
Foreigners stake in India more than government holding
Tax exemptions cost govt. Rs.4.2 Lakh crore in 08-09
Overstated revenues in Books to inflate stock prices
(e.g. if Co. says profits are up, but NFMs are down
something is wrong)
So, Answer, evaluate things that are verifiable, if
complex tax systems unables to evaluate to create a
new warning system to track corporate frauds.
WTO US Europe Attitude
Gl Warming war between D & UD economies does
it ring a bell a parallel Haves & Have nots
What is
Pfizer charges SUN with another patent
violation.
Kathakali came to be known in Kerala
after Moscow presented it.
Karela & Neem importance known to us
after some one else gets a patent.
Story of Hospital, Stapler & courier.
AI gets 2K crore lifeline
What is
In 2009, CBI graft cases doubled. LOT OF EMPLOYMENT
OPPORTUNITIES. Trapped govt. officials for corruption
(Railways, IT, FCI, Banks) 17 t 40 (26 from Mumbai)
Rich or poor cit kids malnourished proteins missing
17 year old held for luring girl into .
PM Manmohan Singh --- patient death during security
P.Dinakaran High Court Judge Land at Tiruvalluvar
Good 2 supreme course judges quit Ambani dispute Conflict
of Interest
IT slueths break fellow officers safe to steal files
Drunk flier gets too close to an airhostess.
Teenager steals dads cash to marry
Mira Road sick of garbage, they dump it at the ward office.
What is..
Montac Blank Rs.14 L used a sketch of the
Mahatma. Kerala HC banned
Issue: how free are cos. To use the image or name of a iconic
historical personality.
Legal experts not a problem if due permission is taken. T.Shirts
Cos. Shd check with intellectual property lawyers before such
launches
The subject of Gandhi is an emotional issue. The Judge may no
take a deached view, as a TM will lead to commercial gain.
Tend to attract objections that are gimmicks to gain publicity.
K.Johar .. Kaminey
New Section
CSR GLOBAL CONTEXT
Impact:
Employment,
Primary education
Gender disparity
Population
Infant and maternal mortality rate
HIV / AIDS
Malaria and other diseases
Environmental dustainability
to approach authorities
Impact
SEZ
It is vital that the industrial-government lobby takes a
hard look at this reason. Is it based on the same
colonial approach policies followed in the case of
mining activities and plantation in the NE and Bihar
and other tribal belts a lot of which are now marked
out to be politically troubled areas .. Violent
resistance has sown self-destructive seedsThere is
rarely a proper evaluation of the needs of the
industrial lobby v/v those of the farmers themselves.
Director UN FAO said: he is advising the Gulf states against outright land
purchases, which could trigger political backlash in DCs that are struggling
to feed their own populations.
UN on Land purchase
UN does not want unintended scandals to cause
this new wave of investment into agriculture to
dry up. FDIs in ag. Is the only way we are going
to eradicate global poverty.. I have no problems
in Arabs doing the investment. However,
Where I start getting worried is (a situation in
which investors) rush and buy land all over the
place land is political hot potato.. my job is to
avoid .. provoking a negative response in the
Developing world.
(See any sour grapes?)
Some headlines:
RAIGAD NO TO SEZ jairam ji!!
Supreme Court judges under scanner
SEZs only on Barren Land is impractical.
(How much % urbanization?
Where Bus. Can improve balance %
productivity US vs India yield 7-8
times more) WTO (whither to ho..)
Stocks
Stocks are painful. You need to track a
lot of things. They get affected by
central banks, politics, corporate
governance, balance sheet and
environment issues James B. Rogers, co-founder, Quantum
Fund
China
China monitoring performance
Monitoring email and internet is a way to
understand growing public anxiety about what
is not working and how they have to respond.
The Chinese PM has made a new public
statement of intent to allow media oversight
with greater public power to criticize and
supervise Chinas govt.
MEDIA CONTROLS THE MINDS OF THE
MASSES. (elsewhere Role of Media In CSR)
Hyderabad Project
Other opportunities for business:
Head-hardened rails, high speed rails, metro rail
technology, manufacture and supply of coaches,
automatic fare collection points, etc.
Railway stock yards, (market-marketable surplus)
With Good ROADS mfg. location possible
anywhere time and place utility
What we saw?
Complementarity of Business and
community with each other
Maintaining a stable and healthy
community environment
Improve the quality of life
Effectiveness of institutions
Create a fair business environment
Ethical Lapses
Ethical Lapses
Enron
Anderson
Southebys
UTI Scam
INFOSYS
Chapter 2
I Phase
Ethical practices -Merchant Charity
Pre-independent era
Part with ones surplus not a modern or western
imported idea.
Dates back to Vedic times
The merchant class (nourished and ingrained by
social and religious ethics) daan, daanam, madat, sahayat,
etc.
I Phase
Ethical practices -Merchant Charity
1850-1914: (Start of
industrialization of India) slight Shift
from ameliorate (alongside, but),
slightly western form of rich
business families setting up trusts,
here too, endowed a host of
modern institutions.
IMRB findings:
86% agree corporate have a social resp.
Health & education the most chosen
52% - mention employees as targets for SD 71%
comm. Too
19% policy on SD activities written, unwritten
70% - involvement up where written policy
Donation most preferred mode
All agree , does help in image bldg.
Amartya Sen:
CD NEW RELATIONSHIP.
Globalization entails a new relationship bet Govt business and
society.
World class business recognizes this implicit in the now
universally accepted imperative to make development
SUSTAINABLE.
In Feb 1990 PWBLF (Prince of Wales Bus Leader Forum
-supported by Europe, N & S America & Asia) registered In UK
as an international education charity
INDIA Centre for Corp Phil, Bus Comm Fndn, Action Aid,
Centre for Adv. Of Phil, ND, work in close cooperation with
corporate to make them more socially responsible.
conclusion
Business is steadily being drawn into the new relationship
with community, voluntary organizations, govt, local and
international levels, and economic and social
development.
Chief reason: decline of the role of nation state, the
contracting role of govt, the expanding role of business,
and the emergence of an organized voluntary sector and
a changing intellectual climate within companies.
DO YOU AGREE ???
Generations of CSR
Not in your new book, but u
can go through
Generations of CSR
Introduction:
Need for a stable environment, (not as a result of
1990 mismanagement and guilt), was envisaged
much before
1970 perceptible capacity of business to respond to
social pressures. focus from phil. To managerial
action
Now more mainstream and leadership cos have
become more focus, -- restrictions and contradictions
imposed by a limited approach, has led to more
ambitious in tackling issues.
Simon Zadek (2001) CSR dev in terms of 3 G.
Definition of CSR
Buchholz 1921 identified 5 elements
1. Corps hv resp. that go beyond the production of g/s at a profit.
2. These resp. involve helping to solve important social
problems, esp. those they have helped create.
Corps. Have a broader constituency than Stockholders alone
Corps. Have impacts that go beyond simple marketplace
transactions.
Corps. Serve a wider range of human values than can be
captured by sole focus on economic values.
A/g to Wood 1991, the basic idea of csr is that bus and society
are interwoven rather than distinct entities.
Certain principles
Principle of legitimacy - - societys granting of legitimacy and
power to business, and bus. appropriate use of that power &
possibility of losing that power.
Principle of public responsibility - - Bus resources - for
outcome related to areas of its involvement with society.
Principle of managerial discretion moral actors who are
obliged to exercise such discretion as is available to them to
achieve socially responsible outcomes.
The Concept genesis:
businesses exist at the pleasure of society and their behavior
and MoOp must fall within guidelines set by it
Bs act as moral agents within society.
CORPORATE SUSTAINABILITY
This is a bus. Approach that creates LT Sh H
value by embracing opp. And managing
r4isks deriving from econ.env. And soc. Dev.
These leaders achieve long term sh. H. value
creation by gearing their strategies and
management to harness the market potential
for sustainability products and services while
at the same time successfully reducing and
avoiding Sus. Costs and risks.
CORPORATE SUSTAINABILITY
These can be quantified and used to
identify and select leading cos. For
investment purposes. Leading sus. Cos
lead their industries and set industry
wide best practices in the following
areas: straegy, innovation, governance,
shareholders, employees and other SH.
of econ. social and env. Value the corp. adds or destroys. The
narrowest meaning of the term is a framework for measuring
and reporting C perf. Against econ. Social and env. Indicators.
A recent broader meaning attributed is used to capture a whole
set of values, issues and processes that corps. Must address in
order to minimize any harm resulting from these value adding
or destroying activities.
This includes clarifying the corp. purpose and taking into
consideration all SH.
Conclusion
CSR is a reflection of the fact that bus. And society are interwoven and can be expressed in terms of 3 principles:
Legitimacy, public resp. and managerial discretion.
The debate on CSR has not been resolved to date1
In recent years, the ethical and phil. resp. have received more
attention.
Soc. Resp. has evolved and today there is other terminology
being used to describe the concept.
This terminology includes C Citizenship, Cor Sustainability and
Triple Botoom Line.
NEW SECTION
DRIVERS AND MODELS OF CSR
(part of it in new book)
Values:
Businesses u/s not only for wealth creation, but also for social
and environmental goods
Strategies:
Being so, they are socially and environmentally responsible for
str. Dev. Of a company.
Public pressure:
Consumers, media, the state, the deprived in the society
become more active.
Stakeholder Management
CONSUMERS
Consumer pressure (this is likely to increase in the
future) centered on protection of env. Campaigns to
stop deforestation, protect human and animal rights,
safeguarding jobs, inclusion of minorities, and
behavior of Cos operating in developing world.
P51. Brent Spar affair Shell operations in Nigeria
consumers asking Co to find solutions to local
political and societal problems. (though it is outside
their sphere of influence and indeed outside the
consumers experience.
RISK MANAGEMENT
Different SH different strokes
Cos problems, also working in Dev. Nations or with bad
practices.
Media glare forces Co. to behave transparently increasingly,
and in their disclosures, and a commitment to improve.
Sustainability 1987 Our Common Future report Brundtland R
Business Ethics
Fieser 2001: the field of BE examines moral controversies that
Employees
MODELS OF CSR
Ethical:
Altruistic CSR
Strategic CSR
Str. Philanthropy (Carroll, 2001) good deeds are good for
business. It is in their best financial interests to give back. ?
Ph.. Aligned with profit motive? Market favor perceived socially
resp. behaviour.
SH outside the stockholder group are viewed as means to the
ends of maximizing shareholders wealth (goodpaster 96)
Short run pains (costs) long run gains).
View it as Goodwill bank (Vaughn 99), an asset, nurture it and
grow.
E.g. Ford gave 1 mn booster seats safe ride for children.
Bldg. a destitute house, garden local park renovation, helps.
NOVAKs Responsibility list outside business (next)
Conclusion
Society has wide range of people who have interests,
expectations, demands as to what Cos ought to provide, and
ways they should behave.
Cos. Embrace this group and also wove them in their decision
making.
The motivation is to u/s wide ranging and changing set of
demands.
Promotion of CSR
How to do it if there is a commitment and not a fashion fad
1. Promotion a CSR-friendly social dialogue (in-house, access
to info. Be promoted, Dynamic changes / Restructuring,
relocation, M&A, TOvers, (co. boundaries to coincide ) what
does presently MNCs do?
Create a social dialogue (a) binary model, (b) build bridges
between SH. And multiple logics, but risk of one SH many.
Expand multiple w/o weakening the traditional social dialogue.
Promotion of CSR
2. Rethinking the governance design, and
implementation of the rules, processes and
practices applied at Co. or society level.
Take on board a diversity of SH, and hence a
wide range of expectations and t/offs
thereof. Build processes around it.
Mutual enrichment what about mandate?
Global? Or local
Qualitative tools
E. Consumer demand
Consumers patronize good CS and boycott cos. With poor reputation.
Webside The Responsible Shopper alters cons. Behavior
Scholars have compared consumer sensitivity to CSR ax cultures.
Studies say women and people with left-leaning political orientations
were more likely to develop sensitivity to Cos.
Cos. Can capitalize this by using social and env. Perf. And build
reputations and brand image.
One way to do is to use cause marketing a strategy designed to
promote the achievement of marketing objectives (e.g. brand sales) via
co. support of social causes.
Telco, Hindalco, Wipro, Indal, Canara Bank, Guj. Ambuja etc.
Conclusion
Measurement of CSR helps Bus to better align orgl responses
to the requirements of the SH that they serve.
Certainly useful for the CEOs and employees who devote
precious time and resources in upholding their common
commitment to society.
Measurement in 3 categories
1. Order of magnitude of CSR at present time. How many, on
what scale, and in what specific ways
2. Quantifying the social and env. Impact of existing programs,
CSP that is
3. identifying, measuring and explaining cause and effect
relationships bet. Cos CSR activities & their financial
performance.
New Section
DEVLOPING /
OPERATIONALIZING
CSR STRATEGY
Operationalizing CSR
INTRODUCTION
Framework of Companies (forerunners)
have evolved over a period of time.
Specific approaches / strategies based on
ethical beliefs (of founding fathers,
business areas the cos. Operate, socioecon. Environment, and opportunities over
long periods)
Hence no standard approach for
operationalizing CSR possible.
DEVLOPING /
Basic objective maximize Cos overall
impact on society and SH.
Business see CSR as more than a
collection of discrete practices of
occasional gestures or initiatives
motivated by marketing, PR and other
benefits.
Rather it is viewed as a set of
comprehensive set of policies, practices,
programs thruout bus. Operations and
decision making process.
DEVLOPING /
Growing evidence now that CSR is not
seen as only a cost to the bottom line
amidst fierce competition and survival self
interest.
Seen as critical for protecting reputations,
defending attacks, bldg. edge, as a overall
business strategy, - to protect against
sudden corporate downfalls.
SO, IT IS CLEAR CSR requires
fundamentally new approach and outlook.
WHAT IS THAT? See next pg
DEVLOPING /
CREATING NEW MINDSET
Building self-reliance i/o just charity and welfare
Process & Brand driven than person centric or
opportunistic
Multiple goal paradigm rather than single goal
profit syndrome
TO GOVERNANCE
NOW, CREATING NEW PROGRMG PARADIGMS
Strategies
NOW, CREATING NEW PROGRMG
/PARADIGMS
n
Step 2
Develop a Written Policy on CSR & make it available to the
public domain.
A critical step translating goals enshrined in AA.
Building blocks for the same:
A) Identification of drivers & barriers of change
Internal (to change) and views of employees
B) Ident/assessment of the core competencies of the co. in
the broader socio-econ. Context. (e.g. IT Infosys?)
C) Bldg. in the Strategic business case i.e. long term
sustainability of efforts v/v profits object. Strategically B.in
entreprenership.
c
Step 2 (contd)
D) Assessment of external environments (Legal
Strategies
STEP 3 Translating CSR into action (Critical)
- Appoint resp. sr. exec. Reporting to CEO
c
Step 4: Reporting, Experience Sharing,
Mutl Lrng
Institute a monitoring system tracking
implementation, and evaluating impact
eventually in the Annual Report
Encourage exchange programs for professionals.
Role of NGOs
Uniquely positioned to work at grass root levels, identify needs
and matching response.
They realize great benefits the corporate skills, time and
resources and bring synergistic partnerships.
Partnerships between govt. business and NGOs can accelerate
pace of social development.
CONCLUSION
Basic objective maximize impact on SH development
Govt. action better if centered around productivity,
competitiveness, transparency in the market to promote
effective dialogue. Ngos advise on areas of approach will
only accelerate the process.
Colleagues:
Shareholders:
Fair & attractive returns, prudent risks to get sustainable
growth
Society:
Responsible corporate citizens,
actively initiate & support efforts for keeping
health and environment,
improve vitality of worldwide communities.
All this with utmost integrity, adhering to the
highest standards of ethical & just conduct
General Integrity:
Compatible with local laws & regulations, honesty, integrity &
character
Political Contributions:
Not admissible unless satisfied with legality
Proper Accounting
Accepted a/g rules and regulations and controls. Truly reflecting
transactions recorded.
Fees /Commissions
Should represent fair & reasonable consideration for services.
Payment to Govt. Employees or Officials.
To influence decisions of a judgmental nature.
Specific responsibility
Report, Consult, No violation allowed of any rules, no retribution,
environment concerns to be fully complied with.
7 SINS IN BUSINESS
BUSINESS WITHOUT MORALITY
POLITICS WITHOUT PRINCIPLES
EDUCATION W/O CHARACTER
WORSHIP W/O SACRIFICE
WEALTH W/O HARD WORK
DEVOTION W/O AUSTERITY
EXISTENCE W/O RE SCRIPTURES
CORPORATE GOVERNANCE
Corporate Governance
TO ATTAIN HIGHEST STANDARD OF
PROCEDURES AND PRACTICES
FOLLOWED BY THE CORPORATE WORLD
SO AS TO HAVE TRANSPARENCY IN ITS
FUNCTIONING WITH AN ULTIMATE AIM TO
MAXIMISE THE VALUE OF VARIOUS
STAKEHOLDERS.
What is CG?
Corporate governance refers to the set of rules
and incentives by which the management of a
company is directed and controlled.
Corporate Governance involves a set of
relationships between a companys management,
its board, its shareholders and other
stakeholders.
Corporate Governance also provides the
structure through which the objectives of the
company are set, and the means of attaining
those objectives and monitoring performances
are determined
Other Stakeholders
Creditors
Managers
Employees
Customers
Community
Suppliers
Financial Markets
Environmentalists
The
social responsibility of business is to
increase its profits".
2.
3.
2.
3.
4.
5.
6.
7.
8.
Board of Directors
Audit Committees
Remuneration Committee of the Board
Board Procedures
Management
Shareholders
Report on Corporate governance
Compliance
Implementation of corporate
governance in India
1998:Desirable Code of Corporate Governance a
voluntary code published by the CII,
May, 1999:Committee under the chairmanship of Shri
Kumarmangalam Birla,to promote and raise the
standards of corporate governance.
February 2000: first formal regulatory framework by
SEBI based on Kumar Mangalam Birla committee
recommendations
CORPORATE GOVERNANCE
WHAT IS CORPORATE GOVERNANCE
REPORT
TO
OF
TO
CORPORATE
SINGAPORE
IMPLEMENTATION OF CORPORATE
GOVERNANCE IN INDIA
SHRI KUMAR MANGALAM COMMITTEE
MANDATORY
COMMITTEE:
RECOMMENDATIONS
OF
BIRLA
MANDATORY RECOMMENDATIONS
OF BIRLA COMMITTEE
REMUNERATION COMMITTEE
BOARD PROCEDURES ATLEAST 4 MEETINGS OF THE BOARD IN A
YEAR WITH MAXIMUM GAP OF 4 MONTHS BETWEEN 2 MEETINGS.
TO REVIEW OPERATIONAL PLANS, CAPITAL BUDGETS, QUARTERLY
RESULTS, MINUTES OF COMMITTEES MEETING.
DIRECTOR SHALL NOT BE A MEMBER OF MORE THAN 10
COMMITTEE AND SHALL NOT ACT AS CHAIRMAN OF MORE THAN 5
COMMITTEES ACROSS ALL COMPANIES
MANAGEMENT DISCUSSION AND ANALYSIS REPORT COVERING
INDUSTRY STRUCTURE, OPPORTUNITIES, THREATS, RISKS,
OUTLOOK, INTERNAL CONTROL SYSTEM
INFORMATION SHARING WITH SHAREHOLDERS
NON-MANDATORY RECOMMENDATIONS
OF BIRLA COMMITTEE
ROLE OF CHAIRMAN
REMUNERATION COMMITTEE OF BOARD
SHAREHOLDERS RIGHT FOR
FINANCIAL PERFORMANCE
RECEIVING
POSTAL
BALLOT
COVERING
CRITICAL
ALTERATION IN MEMORANDUM ETC
HALF
YEARLY
MATTERS
LIKE
IMPLEMENTATION OF RECOMMENDATIONS
OF BIRLA COMMITTEE
CLAUSE 49 REQUIREMENTS
REPORT SHOULD
CLAUSE 49 REQUIREMENTS
TO
OUTLOOK
CLAUSE 49 REQUIREMENTS
SHAREHOLDERS/INVESTORS
GRIEVANCE
COMMITTEE UNDER THE CHAIRMANSHIP OF
INDEPENDENT
DIRECTOR.
MINIMUM
2
MEETINGS IN A YEAR
REPORT ON CORPORATE GOVERNANCE AND
CERTIFICATE
FROM
AUDITORS
ON
COMPLIANCE
OF
PROVISIONS
OF
CORPORATE GOVERNANCE AS PER CLAUSE
49 IN THE LISTING AGREEMENT
RECENT DEVELOPMENTS
COMMITTEE
HEADED
BY
SHRI
NARESH
CHANDRA
CONSTITUTED IN AUGUST 2002 TO EXAMINE CORPORATE
AUDIT, ROLE OF AUDITORS, RELATIONSHIP OF COMPANY &
AUDITOR
RECENT DEVELOPMENTS
RECOMMENDATIONS
HAVE
(AMENDMENT) BILL, 2003
SITTING
FORMED
FEE
PART
TO
NON-EXECUTIVE
OF
COMPANIES
RECENT DEVELOPMENTS
RECOMMENDATIONS:
Disney vs C0mcast
Walt Disneys board of directors
unanimously rejected Comcasts $60bn
hostile offer and
backed Michael Eisner, its chairman
and chief executive, after concluding
that the cable operators all-share
offer undervalued the iconic media group.
Disney case
Comcast launched a hostile takeover bid for the
Walt Disney Company. Comcast took
advantage of a particular weak point in
Disney history. Disneys most important
business partner, Pixar, abandoned it. At the
end of last year, two board members, Roy
Disney and Stanley Gold, resigned and
started a campaign to oust Michael Eisner,
Disneys boss.
Disney
A Perfect, brilliant combination?
The biggest vertically-integrated entertainment giant.
With a market capitalization of over $120bn,
compared with Time Warners current $78bn.
Cost savings could be $300-500m a year, bringing a
total cash-flow boost from the merger of as much as
$1bn annually.
Since Comcast launched its bid, Disney has been
named a possible partner or target for several
groups, including Microsoft, Barry Dillers
InterActiveCorp and Viacom.
CG in Wipro
Board Composition
CG in Wipro
Board Meetings
Scheduling and place of Meetings
Agenda for meetings
Advance distribution of materials
Attendance at meetings
Fees and allowance for the meetings
Independent meetings of the Independent Directors
Board Committees
Audit Committee
Compensation & Benefits Committee
Nominating and Corporate Governance Committee
Shareholders/Investors Grievance and Administrative Committee
CG in ONGC
Board Of Directors
16 Directors comprising of 7 EDs including Chairman & MD (with
one vacancy) and 9 Non-EDs (3 Part-time Official Directors, 1
Director representing the subsidiary and 5 others)
Board Procedure
Strategic and business plans & policies
Annual operating and capital budgets
Investment and exposure limits
Compliance with statutory/regulatory and review of major legal and
contractual issues
Adoption of quarterly/half-yearly & annual provisional and audited
financial results
Transaction pertaining to capital purchase/disposal assets, major
provisions and write-off
CG in OnGC
Review of Management
Performance review and succession planning
Board performance review
Performance review of CEOs, Directors
Management Responsibilities
CG in ONGC
Committees Of The Board
THANK YOU