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7/21/2019 Final Corporate
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Chapter I
INTRODUCTION AND RESEARCH METHODOLOGY
1 INTRODUCTION
In India, the Satyam saga sounded the alarm bell for the deteriorating quality of corporate
governance amongst Indian corporate and has exposed the extent of the lack of compliance
with corporate governance norms and best practices. Despite the various laws, codes,
regulations, various reforms instituted from time-to-time to propel corporate governance,
India Inc. still lags behind in the effective implementation of corporate governance
principles. !orporate governance however complex a concept finds its basic in elementary
principles such as transparency, accountability, fairness, and responsibility all of which are
universal in their application. "et, as fair as these principles might sound in theory, there is no
control mechanism in place to find out how valued they are to the company as compliances
with the legal norms has, in most cases, been restricted to letter and not spirit.#
$ack of the transparency and accountability in a company%s governance practices shakes
investors and customers confidence. In this regard the, empirical research has shown that the
quality of, and levels of compliances with corporate governance norms, is key element in
determining the success of company%s performance. &hile accountability can be said to in
regard of the improvement in decision making , poor performance of governance, or one can
say a corrupt governance would adversely affect the returns on the investments and would
also contribute to larger systematic problems at many levels, i.e. national and regional level.
'hus, the importance of corporate governance in this market cannot be undermined ascountries that forsake corporate governance reform may sooner or later find themselves
at a competitive disadvantage in attractive long term capital for development. (
1 ). *opalswami, A Guide to Corporate Governance +)ew Delhi )ew ge vt. $td/ #001 g. #2.
2 ashish 3irmani and 4ayant 5aghu 5am, Corporate Governance Ratings: Towards Achieving New
Goals ( !orporate $aw 4ournal ) June Edition Pg. !".
3 #$id.
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s a result, improving corporate governance accountability has now become a ma6or
priority for the government and also for investors.
&hile the concept is not so popular in India, corporate scandals like 7nron, &orldcom etc. in
the 8S included the rapid growth of corporate governance advisory firms, which now play
an important role in financial markets. $ike 7nron in India a Satyam Scandal has paved a
way for the !orporate *overnance ratings +!*5/ and being welcomed not only by India but
also by the rest of the world in the fear of failure of *overnance. &hile there are certain
limitations with respect to the !*5, it may be the solution for improving the corporate
accountability. 'he underlying question of decisive importance discussed here is whether or
not corporate governance can be rated.
'he provision of an independent agency to rate corporate governance without inherent check
opens the system to collusion. 'hus, it is proposed that the functioning of this rating agency
shall include representatives of the competitors of the company being rated, as well as the
government. lso, it has been suggested that the corporate governance rating agency should
include in their rating criteria an employee assessment of managerial behavior and ethics.9
*oing by the past corporate failure and poor governance structures, it has been shown that in
times of financial market turbulence, institutional investors wish to place their bets on well
governed companies.: In pursuance of their investment strategy, they tend to examine the
corporate compliance of specific internationally accepted corporate governance standards.1
1.2 OBJECTIVE OF THE STUDY
'he research pro6ect has been carried out with the following ob6ectives
• To get acquainted with the concrete gist of the corporate governance ratings.
• To analyze the need of such ratings.• To get a thorough awareness with respect to the salient features of the corporate
governance ratings.
4 See, %upra )ote #.
5 See, %upra )ote at g. (.
6 #$id.
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1.3 HYOTHESES
In order to conduct a research work, some important hypotheses are to be formulated. 'he
focal points and assumptions are normally available through the formulation of hypothesis.
'he ma6or hypotheses developed on the basis of study are as follows
'he ratings which are measured by the organi;ations are adequate one and such
ratings are really satisfactory for the stake holders.
'he ratings given by the organi;ations, at times mislead the investors when they
invest in some company.
1.! RESEARCH ROBLEM
• What is the reason behind the fact that the ratings are not monitored by the respective
companies?
5esearcher has taken up the following problem because lot of problems could be observed
regarding the ratings provided by the speciali;ed organi;ations.
1." SCOE
'he scope of the present research is limited to
'he researcher has confined his scope to the ratings of the governance practice in India only
and its relevancy in corporate governance and the need of ratings for the corporate
governance practice.
$ooking at the vastness of the pro6ect the researcher has confined the scope of the study to
analy;e the topic. 'he researcher has tried to cover the aspects connected with the said topic
and analy;e them in an elaborative manner.
1.# RESEARCH METHODOLOGY
'he quality and value of research depends upon the proper and particular methodology
adopted for the completion of research work. $ooking at the vastness of the research topic
< doctrinal $egal research methodology has been adopted. 'he researcher has adopted
both the primary and secondary sources.
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Chapter II
CONCET OF CORORATE GOVERNANCE
2.1 I$tr%&'(t)%$ %* C%rp%rate G%+er$a$(e
*overnance is the definition of where efficiency becomes an ad6ective, as it checks one%s
ability to achieve maximum results with minimum resources.
'he focus of corporate governance in India is to impose disclosures and compliances,
upgrade corporate governance practices and facilitate the integration of Indian business with
their global counterparts=.
!orporate governance is a central and dynamic aspect of business. 'he term >governance%
derives from the $atin gu$ernare& meaning >to steer%, usually applying to the steering of a
ship, which implies that corporate governance involves the function of director rather than
control. In fact the significance of corporate governance for corporate success as well as for
social welfare cannot be overstated?.
!orporate governance concerns the exercise of power in corporate entities. 'he OECD
provides a functional definition of corporate governance, !orporate *overnance is the system
by which business corporations are directed and controlled. 'he corporate governance
structure specifies the distribution of rights and responsibilities among different participants
in the corporation, such as the board, managers, shareholders and other stakeholders, and
spells out the rules and procedure for making decisions on corporate affairs. @y doing this, it
also provides the structure through which the company ob6ectives are set, and the means of
attaining those ob6ectives and monitoring performance2.
&hile the conventional definition of corporate governance and acknowledges the existence
and importance of Aother stakeholdersA they still focus on the traditional debate on the
7 vailable at httpBBwww.asialaw.comBrticleB2?20B!hannelB12:?B!orporate-*overnance-
under-the-Indian-!ompanies-ct-2:1.html, last visited on ##nd September, #0#
8 D *eeta 5ani and 5 C ishra, Corporate Governance Theor' and Practice +st 7dition./
9 vailable at httpBBwww.oecd.orgBdataoecdB(#B?B(::==#9.pdf , last visited on #9th
September,#0#.
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relationship between disconnected owners +shareholders/ and often self-serving managers.
Indeed it has been said, rather ponderously, that corporate governance consists of two
elements0
. The ,%$- ter re,at)%$/h)p which has to deal with checks and balances, incentives
for manager and communications between management and investorsE
#. The tra$/a(t)%$a, re,at)%$/h)p which involves dealing with disclosure and authority.
'his implies an adversarial relationship between management and investors, and an attitude
of mutual suspicion. 'his was the basis for much of the rationale of the !adbury 5eport, and
is one of the reasons why it prescribed in some detail the way in which the board should
conduct itself consistency and transparency towards shareholders are its watchwords.
2.2 Ip%rta$(e %* G%+er$a$(e
7ffective corporate governance mechanisms ensure better resource allocation and
management raising the return to capital. 'he return on assets +5F/ is about twice as high in
the countries with the highest level of equity rights protection as in countries with the lowest
protection. *ood corporate governance can significantly reduce the risk of nation-wide
financial crises.
'here is a strong inverse relationship between the quality of corporate governance and
currency depreciation. Indeed poor transparency and corporate governance norms are
believed to be the key reasons behind the sian !risis of 22=. Such financial crises have
massive economic and social costs and can set a country several years back in its path to
development
Ginally, good corporate governance can remove mistrust between different stakeholders,
reduce legal costs and improve social and labor relationships and external economies like
environmental protection.
10 vailable at httpBBwww.applied-corporate-governance.comBdefinition-of-corporate-
governance.html, last visited on ##nd September, #0#
11 vailable at
httpBBunpan.un.orgBintradocBgroupsBpublicBdocumentsB!I'"B8))0#(?#1.pdf , last visited on##nd September, #0#.
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Chapter III
CORORATE GOVERNANCE RATINGS
3.1 C%rp%rate G%+er$a$(e Rat)$-/0 C%$(ept
!orporate governance is about commitment to values and ethical business conduct. *ood
corporate governance is reflected in fair, transparent, and responsible interactions among acompanyAs management, board of directors, shareholders, and other stakeholders. 5atings
assess corporate governance practices at a company with respect to their impact on all
stakeholders who deal with the company, such as employees, suppliers, shareholders, lenders,
and society. #
rating indicates the capability of the entity with respect to creating wealth for all its
stakeholders, while adopting sound corporate governance practices. 'he rating measures the
balanced creation of value among all stakeholders using a 6udicious mix of qualitative and
quantitative parameters.(
'he agencies assess corporate governance practices at companies with respect to their impact
on all stakeholders who deal with the company such as employees, suppliers, shareholders,
lenders and society.
5ating agencies analysis of corporate failures reveals that they are largely attributable to
shortcomings in corporate governance practices. 'he broad areas of failure are 9
ccounting frauds carried out in collusion with statutory auditors
12 vailable at httpBBwww.crisil.comBratingsBcrisil-gvc-ratings.html visited on 1th September, #0#.
13 #$id.
14 See %upra note =.
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$ack of independence of the board with board members having significant financial
linkages with the companies
Insider trading
Disproportionate compensation paid to executive board members and senior
management
Giduciary failure by the board to exercise care and diligence in approving proposals,
even though all the information was provided by the management
&eak internal control mechanisms and lack of supervision corporate governance has
thus become a critical area of focus for various market participants and stakeholders.
istinctive *eatures o* Ratings+
Fffers a reliable and independent view of the corporate governance practices
$ooks at actual practices through an interactive process, thereby going much beyond
the scope of audit of regulatory compliance
'akes into account the perspectives of all stakeholders +shareholders, debt holders,
employees, customers, suppliers, and the society at large/
Huantifies the value created on account of good governance practice
5ecognises crucial role of stakeholders in value creation for shareholders
rovides an appropriate balance of quantitative and qualitative factors :
3.2 Nee& %* C%rp%rate G%+er$a$(e Rat)$-/ CGR
!orporate governance ratings can be defined as an indication of the relative level to which a
corporate organi;ation accepts and follows the codes and guidelines of corporate governance
practices.1 'hough there are some who feel that the corporate governance is about ethics and
15 Ibid
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cannot be forced by the checkbox exercise=, yet it forms as a device to keep a check on the
functioning of the board by the numbers it rewards.?
U$&er/ta$&)$- the Ip%rta$(e %* C%rp%rate G%+er$a$(e Rat)$-/
!ompanies should promise for !*5 as it would assist them in developing a credible opinion
on its management quality and responsiveness towards the interest of all its financial
stakeholders. Improved investor perception may in turn influence its valuation and facilitate
capital mobili;ation at favourable terms.2 Investors only invest money in any company if
they think and believe that it would definitely give them good returns out of it.
'hrough the mechanism of the !*5, the shareholders will empower with more information
and be able to express individual and collective opinions on corporate process and thus raise
an expectation from the companies to respond to their viewpoints. In a competitive market,
companies will be driven to provide more and better interactive communication with their
shareholders. Investors will be in a position to understand how the management treats the
interests of shareholders, including of minorities. Subsequently, it would follow that
companies which have been given good !*5s will in turn increase qualitative competition in
the industry and influence it peers to improve their corporate governance in an effort to be in
the good books of the industry#0. So by this one could say that the companies which would
get better !*5s would certainly try their best to serve the stakeholders in a qualitative way so
that the companies can stand in the eyes of the stakeholders i.e. external and internal
stakeholders.
3.3 C'rre$t //te %* C%rp%rate G%+er$a$(e Rat)$-/ CGR
16 !orporate *overnance 5atings, I!5
17 Corporate governance ratings To Get A ,oost& 'he 7conomic 'imes, 2.#.#00?
18 ashish 3irmani and 4ayant 5aghu 5am, Corporate Governance Ratings: Towards Achieving
New Goals ( !orporate $aw 4ournal ) June Edition Pg. !!.
19 )ews 5eport, I!5 to Rate Co-panies or Corporate Governance& 'he indu, @usiness $ine,
#(.01.0.
20 See %upra )ote 2.
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Since inception, rating agencies have protected the interests of stakeholders by upholding the
principles of transparency, fairness, disclosure and accountability. 'hey continue to adopt the
best global practices in corporate governance and disclosure standards, thus enhancing
shareholder value.
* ) @a6pai, chairman of the Stock 7xchange @oard of India is bullish on corporate
governance ratings. 'wo rating organisations in India J I!5 and !risil J have developed
well-thought-out criteria for measuring corporate governance practices and value creation for
all stakeholders. 'hese take into account ratings on wealth creation, wealth management and
wealth sharing, and are based not only on data published in the public domain, but also
detailed interviews with management and stakeholders.#
In order to better understand the notion of !*5, it would be imperative to understand the
practical degrees of !*5 as the system currently exists. ost of the agencies that rate the
corporate governance standards are prominent credit rating agencies themselves such as
I!5, !57, !5ISI$, etc. 'hese agencies assign a particular level of rating or grading to
indicate how well the rated entities are in particular level of rating or grading to indicate how
well the rated entities are in compliances with the corporate governance standards and norms.
Gor example, !5ISI$ awards *overnance and 3alue !reation +*3!/ ratings which range
from !5ISI$ *3! $evel-+highest/ to !5ISI$ *3! $evel-? +$owest/, indicating the
respective capability of the rated entity with regard to corporate governance and value
creation for all stakeholders.## Similarly, credit rating agency !57 rates the corporate
governance practices of an entity from !57 !*5- +ighest/ to !57 !*5-1 +oor/,
which certainly reflects !57%s opinion as to the level of comfort the rated entity%s corporate
governance practices provide to its shareholders.#(
21 vailable at httpBBwww.businessstandard.comBindiaBnewsBdebate-should-corporate-governance-ratings-be-
bannedB9?1:1B last visited on #(rd September, #0#.
22 !5ISI$, 5ating Scales. vailable at httpBBwww.crisil.comBratingsBcrisil-gvc-ratings.html visited
on #2th September, #0#
23 See !57, *overnance 5atings +@anking and Ginancial Institutions/vailable at
httpBBwww.careratings.comB!ontentBcreditratingsB!orporateK#0*overnance.pdf visited on #(rd September
#0#.
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3.! r%(e// %* Rat)$-/
CR#%#/0s Process
!5ISI$As ratings process is designed to ensure that all ratings are based on the highest
standards of independence and analytical rigour.
Grom the initial meeting with the management to the assignment of the rating, the rating
process normally takes three to four weeks. owever, !5ISI$ has sometimes arrived at
rating decisions in shorter timeframes, to meet urgent requirements. 'he process of rating
starts with a rating request from the issuer, and the signing of a rating agreement. !5ISI$
employs a multi-layered, decision-making process in assigning a rating.#9
#CRA0s Process
I!5%s !orporate *overnance 5ating +!*5/ is meant to indicate the relative level to
which an organisation accepts and follows the codes and guidelines of corporate
governance practices. 'he corporate governance practices prevalent in a company reflect
the distribution of rights and responsibilities among different participants in the
organisation such as the @oard, management, shareholders and other financial
stakeholders, and the rules and procedures laid down and followed for making decisions on
corporate affairs.
'he emphasis of I!5%s !*5 is on a corporate business practices and quality of disclosure
standards that address the requirements of the regulators and are fair and transparent for its
financial stakeholders. 'he emphasis of I!5%s Stakeholder 3alue and *overnance +S3*/
5ating, on the other hand, is on value creation and value management for all stakeholders
of a company, besides the company%s corporate governance practices. n S3* 5ating
considers a company%s actual performance and the accrual of the benefits of such
performance among all its stakeholders, apart from the quality of the company%s corporate
governance practices. It is the combined assessment of stakeholder value creation and
management and the quality of corporate governance practices that determines the S3*
24 See %upra note =.
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5ating#:.
I!5%s !*5 and S3* 5atings may help the 5ated corporate entity in raising fundsE listing
on the stock exchangeE dealing with third parties like creditorsE providing comfort to
regulatorsE improving imageBcredibilityE improving valuationE and bettering corporate
governance practices through benchmarking.#1
#%% Corporate Governance 1uotient Ratings:
'he ISS !orporate *overnance Huotient ratings are relative and are reported on a
percentile basis ranging from ;ero to 00 per cent. company%s !orporate *overnance
Huotient rating will appear on the first page of each ISS proxy analysis. 7ach company
receives two ratings. 'he first score compares the company%s corporate governance
practices against a relevant index < the SL :00, the SL +mid-cap/ 900, the SL +small-
cap/ 100 or the remainder of the 5ussell (000.#=
'he second score compares the company%s corporate governance practices against its
industry peers using SL%s #( sector groupings.
'he ratings comprise eight core topics
M board structure and compositionE
M charter and bylaw provisionsE
M audit issuesE
M anti-takeover practicesE
25 vailable at NhttpBBwww.icra.inBrating.aspxO
ckPl;Q806!xnn);w$:uegvGyw;q&l*=RRo$Gd(25R";g"C2S:=y37l)eytBRa'QCvxm:n(HG
)C=?Hi1xxts)fht)kvqs)0#qCn4ns#4?eBCBetQx"h:2020(wgR visited on 2th September, #0#
26 #$id.
27 vailable at httpBBwww.globalcorporategovernance.comBnTnamericasB0?0T02(.htm visited on 2thSeptember, #0.
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M executive and director compensationE
M progressive practices such as board performance reviewE
M director and officer stock ownershipE and
M director education.#?
'he core topics currently have 1 ratings variables which determine the total !orporate
*overnance Huotient score.
28 Ibid
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A &eta),e& *,%4 (hart %* CRISIL5/ rat)$- pr%(e// )/ a/ at a6%+e270
3." S'--e/t)%$/ t% )pr%+e the ('rre$t //te
29 %ee %upra note ".
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!*5, like accounting information, look into the past as it reflect the past performance of a
company and cannot accurately predict accounting restatements, litigation and future
performance.(0
'o counter this drawback, it has been suggested that the ratings agencies be required to
disclose their success at predicting future outcomes by providing additional disclosures about
the predictive power of their ratings.( 'hus for one, they should also have a futuristic
approach. 'hese ends can be easily established through the system of trend analysis.
Fne important criterion that is missing from the current !*5 methodologies is an evaluation
of managerial behavior and their ethics by the employees. 8ndoubtedly, it can be said that the
employees are the worst hit of all the stakeholders of a company hit by corporate governance
failure.(# 'his should be considered as crucial since employees can be considered as a persons
who have the best access to corporate executives actual decision making process and
behavior, and also since employees constitute a distinct source of non-public behavior about
managerial performance.(( @y promoting the use of employee%s assessment of managerial
practices, !*5 practices will further the oversight on corporate integrity.(9
'hirdly, unlike the IF process which is a one time activity, corporate governance is an
outgoing activity, and in a going concern, it is of utmost importance. 'his gives rise to the
need of evaluating or rating corporate governance standards on a continual basis. 'he
mechanism will help in keeping a constant check on the activities of the board and keep the
stakeholders updated on their activities as the ratings agencies will also be required to
disclose the rationale that they have followed in arriving at the ratings.
'hough it may be true that even these ratings may not be completely fool proof, yet they form
a bearing of an inextricable link in the corporate governance chain. ma6or question that
30 San6iv garwal, Corporate Governance Concept 2 i-ensions (3u-$ai: %now 4hite
Pu$lications) st Ed. "55!& Pg "6.
31 See %upra )ote 9 at g. #2.
32 )ews 5eport, Clueless %at'a- %ta** /e*t %ha-e*aced& 7conomic 'imes, 0?.0.02
33 #$id.
34 #$id.
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arises in today%s scenario concerns the independence of the rating agency. Since the true of an
agency is often questioned, their ratings pose a problem to the acceptance of !*5 as an
evaluation technique. 'he solution to this lies in the process of allotting !*5, wherein the
ratings are done by an independent party the board of which consists of representatives from
competitors as well as the government.(: Huite naturally, there will be an interest of the
competitors as well, and they will try to break down any kind of collusion or wrongful rating
that could be accorded to the company in question.
Chapter IV
CONCLUSION
35 See %upra note 7.
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OUTCOME OF HYOTHESES0
The *)r/t hp%the/e/ ta8e$ 'p 6 the re/ear(her )/0
'he ratings which are measured by the organi;ations are adequate one and such
ratings are really satisfactory for the stake holders.
'his does not stands correct because various organi;ations, at times, on taking a ransome
amount of money from the companies, give fake ratings to the business of the company and
hence indirectly forcing public to invest in a particular company which may not be financially
sound but appears very strong on papers because of the ratings given to them by the
organi;ations.
The /e(%$& hp%the/e/ ta8e$ 'p 6 the re/ear(her )/0
'he ratings given by the organi;ations, at times mislead the investors when they
invest in some company.
'his hypotheses stands correct because it is true that the false ratings given by an
organi;ation to a company may mislead public to invest in that company on account of great
goodwill of the company in the market.
'he Satyam !ase is the best example which could be cited here to prove the above stated
hypotheses as correct.
CONCLUSION AND OBSERVATION
'he concept of !*5 is a new concept and certainly, has gained a substantial importance inIndian Scenario. It is gaining progressively, slowly, in the light of the importance of corporate
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governance since it cannot be expected from all the investors to gain substantial insight into
the corporate governance practices of a company as they may not have sufficient resources to
do the same. ence, !*5 is one of the best available tools that can help all stakeholders
evaluate corporate governance of a particular entity.
feather in the cap furthering the case for !*5 is the )arayan urthy !ommittee report
which stated that U!*5 is desirable and would provide a process of independent appraisal.V(1
It would be important to note that there are corporations that follow excellent corporate
governance standards, which need to be communicated to the outside the world. 'his can be
facilitated through verification by an independent body such as credit rating agency.
Ginally, while there is strict need of implementing the !*5 as there are lot tribulations of the
lack of corporate transparency and accountability on the companies. 'his will definitely get
back the deficit trust of the public on companies.
'hus, corporate failures today are increasingly pressure on all the corporate to improve the
standards of accountability and transparency in all the aspect of the governance affairs and so
there will be proper need of such mechanism to check the progress of the respective
companies.
Fverall, !*5 systems provide a useful indication of the corporate governance environment
prevailing in the industry. 5ating corporate governance will provide a useful benchmark fro
those investors who identify good corporate governance with a well- run and well managed
company.
owever, while rating corporate governance is growing in importance, it is equally essential
to know that not all the aspects of corporate governance can be rated. Indeed, the hu-an
d'na-ics aspects o* corporate governance li8e trust& honest'& leadership& character cannot be
rated, being attributes that have to emanate from within, that is, to be instilled from within, by
our corporate leaders.
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B%%8/ Re*erre&0
*opalswami ). A Guide to Corporate Governance +)ew Delhi )ew ge vt. $td )
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5ani *eeta, ishra. 5 C. Corporate Governance Theor' and Practice st 7dition.
• garwal San6iv. Corporate Governance Concept 2 i-ensions +umbai Snow
&hite ublications/ st 7d. #00(.
Art)(,e/ Re*erre&0
ashish 3irmani and 4ayant 5aghu 5am, Corporate Governance Ratings: Towards
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ckPl;Q806!xnn);w$:uegvGyw;q&l*=RRo$Gd(25R";g"C2S:=y37l
)eytBRa'QCvxm:n(HG)C=?Hi1xxts)fht)kvqs)0#qCn4ns#4?eBCBetQx"h:2
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7/21/2019 Final Corporate
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• vailable at httpBBwww.globalcorporategovernance.comBnTnamericasB0?0T02(.htm
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