Upload
rahul-shah
View
3
Download
0
Embed Size (px)
DESCRIPTION
Describes the Corporate Governance Framework in India and the complexities
Citation preview
The Corporate Governance Framework
18 September 2012
2
Corporate Governance Framework
Stock Exchanges/Listing
Agreements
Press / MediaRegulators (SEBI/RBI)Lenders (Bank/Depositors)
Shareholders
Other Stakeholders (NGO, employees,
etc)
Common Grounds: Transparency, Accountability, Fairness and Responsibility
Institutional Investors
Key Influencers
3
The Corporate Governance Lessons from theFinancial Crisis
Widespread failure of risk management
Boards that are capable of objective and INDEPENDENT
judgement
Exercise of Shareholder Rights
Based on OECD research on corporate governance weaknesses during Financial Crisis – 2009
The review of risk management, board practices and the exercise of shareholder rights provide for a good basis but the challenge is to encourage and support effective implementation of these standards.
4
The Role of Board in sustainable, effective Corporate Governance
Board ‐ Basicresponsibility to provide strategic guidance & oversight regarding
management decisions, and selecting & changing
the management whenever necessary.
Not only compliance focused but also evaluate output
measures.
Composition, its agenda, decision‐
making and ability to continuously improve
Separation of management & governance rights
5
Shareholder activism
A share in a company is not only a share in profits but also a share in ownership.
Shareholders must realize that their active participation in the company’s operations ensures better management, less frauds and better governance.
Various rights under the Companies Act, 1956 including Legal Protection such as:
Right to participate in, and to be sufficiently informed on, decisions concerning
fundamental corporate changes
Opportunity to participate effectively and vote in general
shareholder meetings
Exercise of ownership rights by all shareholders, including
institutional investors, should be facilitated.
The role of Shareholders in Corporate Governance
Establishing dialogue with the management on issues
that concern them
Using corporate democracy provided by law &
influencing the corporate culture
Increasing general awareness on social & human rights issues
concerning the organization
A management that knows that it will be questioned and held responsible for its actions, is always on its feet.
6
Institutional shareholder activism in India – a wake up call
• With a stake of only 1.01% in CIL, for the first time in Indian corporate history an institutional investor threatened to sue individual Board members of a listed entity for proposing to sell coal to power companies at subsidised prices.
The Children’s Investment Fund (TCI)
• Foreign institutional investors own ~18% and domestic institutional investors own ~11% of the top 500 companies.
In 2010, SEBI came out with guidelines that mandated
Indian mutual funds to report their voting at shareholder
meetings.
• Akzo Nobel India: Though eventually passed, the post‐vote analysis shows if those institutions who Abstained had cast their vote Against, it would have defeated the resolution for amalgamation of 3 unlisted entities with the listed entity and set a precedent.
• Vedanta Restructuring: Many institutional shareholders are reported to have protested against the restructuring exercise that saw the merger of Sesa Goa and Sterlite Industries.
Growing institutional shareholders activism