A SEMMINAR REPORT ON CORPORATE GOVERNANCE MASTER OF BUSINESS ADMINISTRATION Session 2012-2014

Submitted To Mr. Ankush Singla Faculty, JMIT

Submitted By Robin Kumar MBA 1st Sem Roll No-2012027

Seth Jai Prakash Institute Of Engg. And Technology, Radaur (yamunanagar)-135001 (Affilated to Kurukshetra University, Kurukshetra).

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

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

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 be found useful in the future by the students undertaking the same project.

LITRATURE REVIEW Author(s): Rashmita Sahoo (Corporate Governance in Indian Financial Service Sector ) Abstract: The principles of good governance are not new phenomena in India. 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 sources from 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 Corporate Governance 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

transparency, the equitable treatment of shareholders, and the responsibilities of the board. Author(s):Meghna Rishi, Anjana Singh(CORPORATE GOVERNANCE AND 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 criteriaCorporate governance and ownership functions; Accounting and Financial Reporting and Other Regulations.

Author(s):Shan Yuan George; Round David K(China's Corporate Governance: 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

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, Corporate Governance 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 affect stakeholders, stakeholders can also affect the corporation. Previous stakeholder theorizing has neglected the reciprocal nature of responsibility. The question can be asked whether-in a spirit of reciprocity, loyalty and fairness-stakeholders should treat the corporation in a fair and responsible way. This study based on different definitions of stakeholders argues that various stakeholder attributes differ for different categories of stakeholders. This analysis presumes that the attribute of stakeholder reciprocity can probably be restricted to real stakeholders,

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 responsibility should imply corporate stakeholder responsibility.