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Corporate Governance: Principles, Policies and Practices, 2nd Edition

Book Description

The second edition of A. C. Fernando's bestselling Corporate Governance: Principles, Policies and Practices sheds light on recent corporate problems using a flexible modular format, through a detailed explanation of the corporate governance mechanism and the various incentives within today's governance system, while offering potential solutions in context. With an emphasis on connecting corporate governance to practical management, the book provides cutting-edge material comprising new and unique study tools and fresh, thought-provoking content.

Table of Contents

  1. Cover
  2. Title Page
  3. Contents
  4. About the Author
  5. Dedication
  6. Foreword
  7. Abbreviations
  8. Preface to the Second Edition
  9. Preface
  10. Part One - Understanding Corporate Governance
    1. 1. Corporate Governance: An Overview
      1. Capitalism at Crossroads
      2. Increasing Awareness
      3. Global Concerns
      4. What is Corporate Governance?
      5. Governance Is More Than Just Board Processes and Procedures
      6. A Historical Perspective of Corporate Governance
      7. Issues in Corporate Governance
      8. Conclusion
      9. Keywords
      10. Disscussion Questions
      11. Suggested Readings
      12. Case Study Infosys Technologies: The Best Among Indian Corporates
    2. 2. The Theory and Practice of Corporate Governance
      1. The Concept of Corporation
      2. Theoretical Basis of Corporate Governance
      3. Corporate Governance Mechanisms
      4. Corporate Governance Systems
      5. Indian Model of Governance
      6. What is “Good” Corporate Governance?
      7. Obligation to Society at Large
      8. Obligation to Investors
      9. Obligation to Employees
      10. Obligation to Customers
      11. Managerial Obligation
      12. Conclusion
      13. Keywords
      14. Discussion Questions
      15. Suggested Readings
      16. Case Study Tata Steel: A Company That Also Makes Steel
    3. 3. Landmarks in the Emergence of Corporate Governance
      1. Introduction
      2. Corporate Governance Committees
      3. World Bank on Corporate Governance
      4. OECD Principles
      5. McKinsey Survey on Corporate Governance
      6. Sarbanes–Oxley Act, 2002
      7. Indian Committees and Guidelines
      8. Working Group on the Companies Act, 1996
      9. The Confederation of Indian Industry’s Initiative
      10. SEBI’s Initiatives
      11. Naresh Chandra Committee Report, 2002
      12. Narayana Murthy Committee Report, 2003
      13. Dr. J. J. Irani Committee Report on Company Law, 2005
      14. Conclusion
      15. Keywords
      16. Discussion Questions
      17. Suggested Readings
      18. Case Study ITC Limited: Is Corporate Governance Only Skin Deep?
  11. Part Two - Agents and Institutions in Corporate Governance
    1. 4. Rights and Privileges of Shareholders
      1. Introduction
      2. Rights of Shareholders
      3. Views of Various Committees on the Issue
      4. Poor Track Record of Shareholder Protection
      5. Grievance Redressal Process
      6. Conclusion
      7. Keywords
      8. Discussion Questions
      9. Suggested Readings
      10. Case Study The Tussle over Corporate Governance at Reliance
    2. 5. Investors’ Problems and Protection
      1. Introduction
      2. Relationship Between Investor Protection and Corporate Governance
      3. Corporate Governance Through Legal Protection of Investors
      4. Investor Protection in India
      5. SEBI’s Poor Performance— Suggestions for Improvement
      6. Conclusion
      7. Keywords
      8. Discussion Questions
      9. Suggested Readings
    3. 6. Corporate Governance and Other Stakeholders
      1. Introduction
      2. Corporate Governance and Employees
      3. Corporate Governance and Customers
      4. Corporate Governance and Institutional Investors
      5. Corporate Governance and Creditors
      6. Corporate Governance and the Community
      7. Corporate Governance and the Government
      8. Conclusion
      9. Keywords
      10. Discussion Questions
      11. Suggested Readings
      12. Case Study The Tylenol Crisis: How Ethical Practices Saved Johnson & Johnson from Collapse
    4. 7. Board of Directors: A Powerful Instrument in Corporate Governance
      1. Introduction
      2. Role of the Board in Ensuring Corporate Governance
      3. Governance Issues Relating to the Board
      4. The Role of Directors
      5. Independent Directors
      6. Directors’ Remuneration
      7. Family-owned Businesses and Corporate Governance
      8. Some Pioneering Indian Boards
      9. Conclusion
      10. Keywords
      11. Discussion Questions
      12. Suggested Readings
      13. Case Study How Unethical Practices Almost Destroyed WorldCom
    5. 8. Role, Duties and Responsibilities of Auditors
      1. Introduction
      2. Types of Auditors
      3. The American Law Governing Auditors’ Responsibilities
      4. Indian Situation
      5. Naresh Chandra Committee
      6. Companies (Amendment) Bill, 2003
      7. Companies (Auditors Report) Order (CARO), 2003
      8. Corporate Governance and Internal Auditors
      9. Cost Audit Methodology
      10. Quality Audit
      11. Conclusion
      12. Keywords
      13. Discussion Questions
      14. Suggested Readings
      15. Case Study The Rise and Fall of Arthur Andersen
    6. 9. Banks and Corporate Governance
      1. Banks and Corporates
      2. Why Corporate Governance in Banks?
      3. Corporate Governance and the World Bank
      4. Basel Committee on Corporate Governance
      5. Sound Corporate Governance Practices of Bank
      6. Corporate Governance in Indian Banks
      7. Review of Indian Experience in Corporate Governance
      8. Ganguly Committees’s Recommendations
      9. Conclusion
      10. Keywords
      11. Discussion Questions
      12. Suggested Readings
      13. Case Study Global Trust Bank: The Bank That Went Bust
  12. Part Three - Facilitators, Role Players and Regulators
    1. 10. Business Ethics and Corporate Governance
      1. Introduction
      2. Importance and Need for Business Ethics
      3. The Indian Context
      4. Roots of Unethical Behaviour
      5. Some Unethical Issues
      6. Corporate Governance Ethics
      7. How Ethics Can Make Corporate Governance More Meaningful?
      8. Conclusion
      9. Keywords
      10. Discussion Questions
      11. Suggested Readings
      12. Case Study The Enron Fiasco: Does End Justify the Means?
    2. 11. Corporate Social Responsibility
      1. Introduction
      2. Definitions of Corporate Social Responsibility (CSR)
      3. Justification of CSR
      4. The Scope of Social Responsibility
      5. Social Responsibility and Indian Corporations
      6. Conclusion
      7. Keywords
      8. Discussion Questions
      9. Case Study TVS Group of Companies: Commitment Far Beyond a Sense of Corporate Social Responsibility
    3. 12. Environmental Concerns and Corporations
      1. Introduction
      2. Industrial Pollution
      3. Evidence of Pollutants
      4. Natural Environment and Business
      5. Pollution Prevention
      6. Improving Corporate Environmental Performance
      7. The Need for a New Approach
      8. Environmental Management in India
      9. Corporate India Gets Eco-friendly
      10. India’s Environment Policy
      11. Conclusion
      12. Keywords
      13. Discussion Questions
      14. Suggested Readings
      15. Case Study World’s Worst Man-made Disasters
      16. Case Study Bhopal Tragedy: Mother of all Industrial Disasters
    4. 13. The Role of the Media in Ensuring Corporate Governance
      1. Introduction
      2. Importance of the Media
      3. Corporate Governance and the Press
      4. Ethics in Advertising
      5. Adverse Effects of Advertising
      6. Conclusion
      7. Keywords
      8. Discussion Questions
      9. Suggested Readings
    5. 14. Monopoly, Competition and Corporate Governance
      1. Introduction
      2. The Concept, Logic and Benefits of Competition
      3. Benefits of Competition to Stakeholders
      4. What Is a Good Competition Policy?
      5. Indian Competition Act
      6. The MRTP Act and the Competition Act
      7. Conclusion
      8. Keywords
      9. Discussion Questions
      10. Suggested Readings
    6. 15. The Role of Public Policies in Governing Business
      1. Introduction
      2. Framing of Public Policy
      3. Involvement of Business in Public Policy Decision Making
      4. Public Policy and Business
      5. Economic Policy
      6. Monetary Policy
      7. Fiscal Policy
      8. Physical Controls
      9. Government Regulations in Business
      10. Public Policies and Government Regulations in India
      11. Workplace Safety and Health
      12. Functional Regulations
      13. MRTP Act, 1969
      14. Public Policies for the Global Village
      15. Conclusion
      16. Keywords
      17. Discussion Questions
      18. Suggested Readings
    7. 16. SEBI: The Indian Capital Market Regulator
      1. Introduction
      2. Phenomenal Growth of Indian Capital Market
      3. Role of Securities Market in Economic Growth
      4. The Securities and Exchange Board of India
      5. SEBI’s Role in Promoting Corporate Governance
      6. SEBI’s Record of Performance
      7. SEBI’s Role in the New Era
      8. SEBI’s Shortcomings
      9. Suggestions for SEBI’s Improvement
      10. Conclusion
      11. Keywords
      12. Discussion Questions
      13. Suggested Readings
      14. Case Study Ketan Played Around with Others’ Money
    8. 17. The Role of the Government in Ensuring Corporate Governance
      1. Introduction
      2. Different Roles of Government in the Economy
      3. State Intervention in a Developing Economy
      4. Public Governance and Corporate Governance
      5. Political Governance Requires Restraints of Power
      6. Public Versus Corporate Governance—A Study of Comparison
      7. Conclusion
      8. Keywords
      9. Discussion Questions
  13. Part Four - Issues and Problems of Corporate Governance in Emerging Economies
    1. 18. Corporate Governance in Developing and Transition Economies
      1. Introduction
      2. Problems Faced by Developing and Transitional Economies
      3. Defining Corporate Governance
      4. Corporate Governance Models
      5. The Institutional Framework for Effective Corporate Governance
      6. Corporate Governance Challenges in Developing, Emerging and Transition Economies
      7. Current Corporate Governance Settings in Transition Economies
      8. Conclusion
      9. Keywords
      10. Discussion Questions
      11. Suggested Readings
      12. Case Study Problems and Issues of Corporate Governance in Emerging Economies: Russian Example
    2. 19. Corporate Governance: The Indian Scenario
      1. Introduction
      2. The Emergence of Corporate Governance Issues in India
      3. Efforts to Initiate Corporate Governance in the Country
      4. Implementation of the Recommendations of Birla Committee Report
      5. Pioneers in Good Governance Practices
      6. Need For Accounting Standards
      7. Corporate Governance Rating
      8. Corporate Governance in India—A Performance Appraisal
      9. The Future of Corporate Governance in India
      10. Conclusion
      11. Keywords
      12. Discussion Questions
      13. Suggested Readings
      14. Reports
      15. Case Study Insider Trading: HLL–BBLIL Merger
    3. 20. The Corporation in a Global Society
      1. Introduction
      2. Factors Facilitating Globalisation
      3. Role of Multinational Corporations
      4. Caux Round Table
      5. Key Global Issues for Business
      6. Corporate Governance—A Prerequisitie for Globalisation
      7. Conclusion
      8. Keywords
      9. Discussion Questions
      10. Suggested Readings
  14. Notes
  15. Bibliography
  16. Glossary
  17. Useful Web Sites on Corporate Governance and CSR
  18. Official Reports
  19. Prominent Guidelines on Corporate Governance
  20. Links on Corporate Governance
  21. Acknowledgements
  22. Copyright