2. BUSINESS ETHICS IN CORPORATE GOVERANCE
INTRODUCTION
BUSINESS ETHICS IN CORPORATE GOVERANCE
Group No : 10
VIRAL PANDYA (roll no : 36)
ATEET CHATURVEDI (roll no : 10)
ADITYA KOTAWALE (roll no : 25)
KISHORE VEDANTAM (roll no: 58) 2

4. INTRODUCTION 4

5. Corporate Governance Parties
Shareholders – those that own the company
Directors – Guardians of the Company’s assets for the Shareholders
Managers who use the Company’s assets
Primarily concerned with public listed companies i.e. those listed on a Stock Exchange

6. Four Pillars of Corporate Governance
Accountability
Fairness
Transparency
Independence

7. Accountability Ensure that management is accountable to the Board
Ensure that the Board is accountable to shareholders

8. Fairness Protect Shareholders rights
Treat all shareholders including minorities, equitably
Provide effective redress for violations

9. Transparency
Ensure timely, accurate disclosure on all material matters, including the financial situation, performance, ownership and corporate governance

10. Independence
Procedures and structures are in place so as to minimise, or avoid completely conflicts of interest
Independent Directors and Advisers i.e. free from the influence of others

11. INTRODUCTION 11

13. Business Ethics in Corporate Governance
INTRODUCTION
Business Ethics in Corporate Governance 13

14. INTRODUCTION 14

16. Elements of Corporate Governance
Good Board practices
Control Environment
Transparent disclosure
Well-defined shareholder rights
Board commitment

17. Good Board Practices Clearly defined roles and authorities
Duties and responsibilities of Directors understood
Board is well structured
Appropriate composition and mix of skills

18. Good Board procedures Appropriate Board procedures
Director Remuneration in line with best practice
Board self-evaluation and training conducted

19. Control Environment Internal control procedures
Risk management framework present
Disaster recovery systems in place
Media management techniques in use

20. Control Environment Business continuity procedures in place
Independent external auditor conducts audits
Independent audit committee established

21. Control Environment Internal Audit Function
Management Information systems established
Compliance Function established

22. Transparent Disclosure
Financial Information disclosed
Non-Financial Information disclosed
Financials prepared according to International Financial Reporting Standards (IFRS)

23. Transparent Disclosure
Companies Registry filings up to date
High-Quality annual report published
Web-based disclosure

24. Well-Defined Shareholder Rights
Minority shareholder rights formalised
Well-organised shareholder meetings conducted
Policy on related party transactions

25. Well-Defined Shareholder Rights
Policy on extraordinary transactions
Clearly defined and explicit dividend policy

26. Board Commitment
The Board discusses corporate governance issues and has created a corporate governance committee
The company has a corporate governance champion
A corporate governance improvement plan has been created
Appropriate resources are committed to corporate governance initiatives

27. Board Commitment
Policies and procedures have been formalised and distributed to relevant staff
A corporate governance code has been developed
A code of ethics has been developed
The company is recognised as a corporate governance leader

28. Other Entities
Corporate Governance applies to all types of organisations not just companies in the private sector but also in the not for profit and public sectors
Examples are NGOs, schools, hospitals, pension funds, state-owned enterprises

29. Why Corporate Governance?
Better access to external finance
Lower costs of capital – interest rates on loans
Improved company performance – sustainability
Higher firm valuation and share performance
Reduced risk of corporate crisis and scandals

30. CASES

31. ABSENCES OF CG CAUSES SERIOUS MALPRACTICES
INTRODUCTION
ABSENCES OF CG CAUSES SERIOUS MALPRACTICES
WAKF BOARD LAND SCAM – 2012 – 1.5 – 2 Lakh Crore (3rd Biggest Scam in India)
In March of 2012, Anwar Maniapddy, the chairman of Karnataka State Minorities Commission submitted a sensational report which alleged 27,000 acres of land, which was controlled by Karnataka Wakf Board had been allocated illegally or misappropriated. The value of land which was misappropriated was in tune of 1.5 to 2 lakh crore rupees.
The land managed by Wakf board, a Muslim charitable trust, is typically donated to under-privileged and poor people of Muslim community. However, the report alleged that nearly 50 percent of the land owned by Wakf board was misappropriated by Politicians and Board members in conjunction with real estate mafia at fraction of actual land cost. 31

32. BIRTH OF CORPORATE FORENSIC INDUSTRY
The big four—Ernst & Young, KPMG, PriceWaterhouse Coopers and Deloitte — Alvarez and Marsal and FTI Consulting are among those engaged in the sector.
Corporate investigations or forensics include processes such as background checks on company executives and promoters besides looking into fraud, corruption and other corporate governance issues.
The corporate forensics business in India is estimated at Rs 400 to Rs 500 crore and could grow to about Rs 800 crore in the next few years, analysts said.

33. Best Governed Companies in India
INTRODUCTION
Best Governed Companies in India 33

34. INTRODUCTION
CONCLUSION
Failure in Corporate Governance is a real threat to the future of every corporation.
With effective CG, Companies can gain Competitive advantage and generates positive reaction in the market.
Companies should adopt Environmental, Whistle blowing & Ethical training programmes. 34

35. INTRODUCTION 35

36. INTRODUCTION
Choose your path 36

37. INTRODUCTION
THANK YOU 37