Corporate Governance: Global Concepts and PracticesThe subject Corporate Governance:Global Concepts and Practices has occupied centre- stage, particularly since the early 1990s in U.K., USA, rest of Europe, Canada, Japan, India and many other developing countries of the world. The present volume is essentially a comprehensive textbook, focusing on both concepts and corporate governance practices. Even before the Enron collapse and several other kingsize scandals, there has been a steadily mounting volume of complaints regarding the dismal state of governance in most large corporates across the globe, mostly relating to accounting irregularities and top dressing of financial results, almost universally perpetrated at the behest of the Company Chairman & CEO himself. Keeping the above ground realities in view, the present volume is intended to be a standard reference as well as textbook on the varied facets of corporate governance. The book has six distinct parts, containing in all as many as twenty-eight interrelated chapters.The first part deals with subjects like business environment, business ethics and social responsibilities, management of a firm, etc., while the second part is concerned with the theory of firm, its objectives, accounting standards and creative accounting practices. Part Three of the book dwells at length on the working of the company board, board committees, need for whistle blowing, corporate governance rating and need for separation of the positions of Chairman and CEO. Part Four presents summary recommendations of five Indian Committees on corporate governance in chronological order. These are (i) CII Committee (1998), (ii) Ist SEBI Committee (1999), (iii) Ganguly Committee-RBI (2002); (iv) Naresh Chandra Committee (2002) and (v) 2nd SEBI Committee (2003). Part Five contains six chapters comprising as many live cases on accounting scams. The sixth part of the book contains governance reports of three world class companies from India, viz., Infosys Technologies Ltd., Wipro, and Reliance Industries Ltd. |
Contents
PARTI | 1 |
Business Ethics and Corporate Social Responsibility | 18 |
Management of Public Limited Companies | 40 |
Majority Rule and Minority Protection and Prevention | 52 |
PARTII | 67 |
Ownership Pattern and Corporate Governance Theory | 79 |
Firms Goal Revisited | 112 |
Universal Creative Accounting Practices | 151 |
Report Kumar Manglam Birla | 302 |
Summary of the Report of the Consultative Group of Directors of Bank | 327 |
Select Summary of Naresh Chandra Committee on Corporate Audit | 347 |
The Report of the SEBI Committee N NarayanamurthyChairman | 399 |
PARTV | 429 |
Case 2Parmalat Accounting ScamItaly | 440 |
Case 3AOL Time Warner | 447 |
Case 5EnronA Saga of Boom and BustUnited States | 456 |
Accounting Standards and Corporate Governance | 167 |
PARTIII | 177 |
Board Committees and Corporate Governance | 224 |
WhistleBlowing Policy Needs Institutionalization | 239 |
Corporate Governance Rating | 256 |
Separation of Positions of Chairman and CEO | 275 |
PARTIV | 283 |
Common terms and phrases
accounting standards appointed appropriate assets Audit Committee audit firm billion Board meeting Board members Board of Directors cent Central Government Chairman Chartered Accountants Clause 49 Code Companies Act Company Law Company Secretary company's compensation committee compliance corporate governance crore Disciplinary Committee disclosure earnings economic employees Enron ensure equity ethics evaluation executive directors financial institutions financial reporting financial statements funds GAAP global Godrej Group guidelines ICAI independent auditors independent directors India Indian companies industry Infosys interest internal audit internal control investment issues Kumar Mangalam Birla liabilities listed companies listing agreement mandatory recommendation Naresh Chandra Committee Nominating Committee nominee directors non-executive directors NOPAT operations Parmalat performance person practices profit programmes Promoters public limited companies regulations Reliance remuneration responsibilities risk management role SEBI Section shareholders Shri stakeholders Stock Exchange subsidiaries transactions transparency WorldCom