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    A

    SEMMINAR REPORT

    ON

    CORPORATE GOVERNANCE

    MASTER OF BUSINESS ADMINISTRATION

    Session 2012-2014

    Submitted To Submitted By

    Mr. Ankush Singla Robin Kumar

    Faculty, JMIT MBA 1st Sem

    Roll No-2012027

    Seth Jai Prakash Institute Of Engg. And Technology,

    Radaur (yamunanagar)-135001

    (Affilated to Kurukshetra University, Kurukshetra).

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    DECLARATION

    I, Robin Kumar hereby declare that the seminar report entitled

    CORPORATE GOVERNANCE submitted by me in partial fulfillment

    of the award of the degree of MASTER OF BUSINESS

    ADMINISTRATION it is original work conducted by me and the

    information and data given in the report is authentic to the best of my

    knowledge. This study is not being submitted to any other university, for

    the award of any other degree.

    ROBIN KUMAR

    Roll No. : 2012027

    MBA 1st Sem

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    ACKNOWLEDGEMENT

    I take this opportunity to express my gratitude to all those who have helped

    me in perusal of the study and make it possible for this report in your hand

    today.

    Even the best effort may not prove successful without proper guidance. For

    a good report one needs proper time, energy, efforts, patience, and

    knowledge. But without any guidance it remains unsuccessful. I have done

    this report with the best of my ability and hope that it will serve its

    purpose.

    To be or not to be is not anything which matters, how to be thankful is

    what really matters

    It was really a great learning experience and I am really thankful to my

    faculties, who not only helped me in this successful completion of this

    report but also spread his precious and valuable time in expanding my

    knowledge base.

    I wish to acknowledge my gratitude towards JMIT college (Radaur), my

    friends and all those person who are responsible for the successful

    completion of this project.

    Robin Kumar

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    PREFACE

    I feel great pleasure in presenting this work on CORPORATE

    GOVERNANCE in fulfillment of the condition laid down by the Kurukshetra

    University Kurukshetra for the partial fulfillment for the Master Of Business

    Administration (MBA). In this work great care has been taken to present the

    detail simply in lucid manner and fairly with great precision.

    I sincerely hope that the method of presentation of this project will enable the

    readers of grasp of detail with satisfaction. If it do so I shall simply feel

    regarded for the gain taken of course, the extent to which we have succeeded in

    doing justices only be the readers. It is my sincere hope that this project will befound useful in the future by the students undertaking the same project.

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    LITRATURE REVIEW Author(s): Rashmita Sahoo (Corporate Governance in Indian Financial

    Service Sector )

    Abstract: The principles of good governance are not new phenomena inIndia. Today adoption of good corporate governance practices has

    emerged as an integral element for doing business. As India is growing to

    be a prime destination of global business interest so its important for the

    Indian companies to be transparent and clear enough in following

    corporate governance laws for international investors. The purpose of this

    paper is to examine the goals of corporate governance in the financial

    services sectors from a theoretical perspective. This paper also examines

    the purposes for which financial institutions exist, the different sourcesfrom which those institutions derive their funds, the reforms ordained by

    the SEBI and the background of SEBI amendments to clause 49 of the

    listing agreement.

    Author(s): Andrew Mullineux; (Is there an Anglo-American CorporateGovernance Model?)

    Abstract: This paper questions the existence of an Anglo-American

    model of corporate governance and capitalism. Significant differences

    between the UK and US models of corporate governance are identified.The UK is a principles orientated system based more on voluntary codes

    operated on a comply or explain basis, whilst the US system is more

    rules based and litigious. The UK focuses more on ex ante protection of

    outside shareholders, whilst the US focuses on ex post protection of

    share traders. Institutional investors are expected to play a more

    prominent and wide ranging role in corporate governance in the UK than

    the US, though the evidence on their voting behavior and wider

    engagement activity is not readily available. Author(s):Chaiyasit Anuchitworawong (The Value of Principles-Based

    Governance Practices and the Attenuation of Information Asymmetry )

    Abstract: This paper focuses on the value of principles-based governance

    practices. Using the sample of Thai listed firms; we investigate whether

    firms that comply with the principles of good corporate governance incur

    lower financing cost and have stronger financial standing. The overall

    results suggest that the firms on average have significant improvements in

    major areas of corporate governance practices such as disclosure and

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    transparency, the equitable treatment of shareholders, and the

    responsibilities of the board.

    Author(s):Meghna Rishi, Anjana Singh(CORPORATE GOVERNANCEAND INTERNATIONAL BEST PRACTICES: THE CASE OF

    SATYAM)

    Abstract: Corporate Governance (CG) scandals saw the light of dawn in

    the UK in late1980s and later, in the USA in the late 1990s (Martin,

    2009). India too witnessed a corporate fiasco at Satyam Computer

    Services Limited (SCSL), a leading player in the IT and BPO industry.

    This paper, hence, highlights the role of efficient and ethical corporate

    governance practices, in safeguarding investors interests. The paper is

    based on qualitative research and introduces the best practices of

    corporate governance in the UK, USA and India, under three criteria-

    Corporate governance and ownership functions; Accounting and

    Financial Reporting and Other Regulations.

    Author(s):Shan Yuan George; Round David K(China's CorporateGovernance: Emerging Issues and Problems )

    Abstract: As China approaches economic superpower status, its need to

    achieve considerably higher standards of corporate governance is

    becoming paramount. Despite impressive recent advances in its capital

    and stock exchange markets, the on-going overhang of state ownership in

    its former state-owned enterprises, together with an unwieldy and

    ineffective dual board governance system, has left China facing major

    corporate governance problems that will deter the private investment

    necessary for its continued growth. This paper illustrates these problems,

    and suggests possible reforms that will provide the foundation for the

    efficient further development of China's capital markets that is needed to

    help China become a major economic superpower.

    Author(s):Jan folke Siebels(The Implications for Corporate Governance)Abstract: In recent years, increasing scholarly attention has been directed

    toward the field of family business research. Based on an exhaustive

    sample of 235 publications, this article provides a comprehensive review

    and a critical assessment of the theoretical underpinnings and corporate

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    governance issues in family business research. Three predominant

    theoretical perspectives, namely principal-agent theory, stewardship

    theory and the resource based view of the firm, have emerged and

    provide empirical evidence that family businesses significantly differ

    from non family firms in important dimensions such as agency costs,

    competitive advantages or corporate governance structure.

    Author(s):Adrian C. H.Lei; Frank M.Song(Board Structure, CorporateGovernance and Firm Value)

    Abstract: This article investigates the effects of board structure and

    internal Corporate-Governance (CG) mechanisms on firm value in an

    emerging market with concentrated ownership and family involvement.

    Using a unique Hong Kong (HK) panel dataset from 2001 to 2009, we

    create a board-structure index that captures board independence, balance

    of power and conflicts of interest. We also construct other major CG

    mechanisms to correctly specify our model. We combine the 13 CG

    attributes, which consist of binary and continuous variables, with four CG

    mechanisms, using Principal Component Analysis (PCA). In contrast

    with prior evidence from developed markets, our results indicate that

    firms with independent board structure are associated with higher firm

    value and are both statistically and economically significant. The results

    also suggest that board structure is the most important among the major

    internal CG mechanisms.

    Author(s): Yves Fassin

    Abstract

    Stakeholder theory advocates that firms bear responsibility for the

    implications of their actions. However, while a firm affects or can affectstakeholders, stakeholders can also affect the corporation. Previous

    stakeholder theorizing has neglected the reciprocal nature o

    responsibility. The question can be asked whether-in a spirit o

    reciprocity, loyalty and fairness-stakeholders should treat the corporation

    in a fair and responsible way. This study based on different definitions o

    stakeholders argues that various stakeholder attributes differ for differentcategories of stakeholders. This analysis presumes that the attribute of

    stakeholder reciprocity can probably be restricted to real stakeholders,

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    labeled stake owners: genuine stakeholders with a legitimate stake, the

    loyal partners who strive for mutual benefits. Stake owners own and

    deserve a stake in the firm. Stakeholder reciprocity could be an

    innovative criterion in the corporate governance debate as to who should

    be accorded representation on the board. Corporate social responsibilityshould imply corporate stakeholder responsibility.