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@ ƠCorporate Governance is the system by which

companies are directed and controlledƦ.ơ
- Cadbury report(UK), 1992

@ An Indian definition
ƠƦ.fundamental objective of corporate governance
is the ,enhancement of long-term shareholder
value while at the same time protecting the
interests of other stakeholders.ơ
-SEBI(Kumar Mangalam Birla) Report on CG, Jan 2000
¦    

@ ƠƦƦƦ.a corporate governance is one

where assets and resources are polled
and entrusted to the managers for optimal
utilization in the stakeholders interest.ơ
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@ Corporate governance is essentially about

leadership:
-leadership for efficiency;
-leadership for probity;
-leadership with responsibility;
-leadership which is transparent;and
-leadership which is accountable.
-Principles of Corporate Governance In The COMMONWEALTH
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@ The manner in which a Corporation run-

-Achieving its Objectives
-Transparency in its Operations
-Accountability & Reporting
-Good Corporate Citizenship
 
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@ Provide/Exercise
-Leadership and Strategic Guidance
-Control over the Company

@ Direct and Control the Management of the

Company
@ Be Accountable at all times to ¦
Shareholders
 
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@ Direction involves
@ Formulation & Review of Company Policies,
Strategies, Budgets and Plans, Risk
Management Policies, Top Level HR Policies,
etc
@ Setting Objectives & Monitoring Performance
@ Oversight or supervision of Acquisitions,
Divestitures, Projects, Financial and Legal
Compliance or Agreement, etc
@ ( Divestitures-sale, liquidation of a corporate division or responsibility )
 
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@ Control Involves
@ Prescribing Codes of Conduct,
@ Overseeing Disclosure & Communication
Processes,
@ Ensuring Control Systems to Protect Company
Assets
@ Reviewing Performance & Realigning or
taking corrective Actions to Achieve Company
Objectives
 
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@ Accountability Involves
@ Creating, Protecting and Enhancing Company
Wealth and Resources.
@ Timely and Transparent Reporting.
@ Good Corporate Citizenry including Discharge
of Stakeholder Obligations and Societal
Responsibilities without Compromising the
Shareholder Wealth Maximization Goal.
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What are other

Important Factors
for Business
than just
Financial Numbers?
  
 
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@ In April 2005 some workers on the payrolls of MphasiS BFL Pune,

garnered Personal Identification Numbers (PIN) and net passwords
from the U.S. Citibank customers and drew money from their
accounts. This incident made a serious dent in the credibility of the
Indian BPO industry. Experts realized that the security factor could
make or break the industry. Hence, the Indian call centers and
other BPOs were planning to create a centralized information bank.
The information bank would maintain records of educational,
occupational and credit histories of employees and enable
employers to conduct employee background checks.
 

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@ German carmakers, Porsche and Volkswagen, have enjoyed a long

history of close alliances and have collaborated on various projects.
Volkswagen supplies about 30% of the automobile parts Porsche
uses. But when the luxury sports carmaker, Porsche acquired 20%
stake in mass-market carmaker Volkswagen, it created
apprehensions in the minds of shareholders of both the companies.
Porsche's investors were apprehensive about the deal that ties
Porsche to a company, which has been struggling financially. On
the other hand, Volkswagen shareholders worried about the delay
in the company's restructuring process and future of the company.
In question was the role of Volkswagen's non-executive chairman,
Ferdinand Pich, who also happens to be the grandson of Ferdinand
Porsche (founder of Porsche) and a major shareholder of Porsche.
u m  ' 

@ Right-Size the Board and its Composition

@ Complementary Skill-Sets & Financial
Acumen Essential
@ Fit & Proper Criteria for Membership
@ More Focus on Oversight or supervision
@ Contribution as Important as Surveillance
or close observations.
(acumen-ability to understand)
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@ Minimize Conflict of Interest

@ Respect Minority / External Shareholdersƞ
Rights
@ Go Beyond What is Prescribed to What is
Appropriate ƛ That Way lies Greater
Valuations & Better Reputations.
Thanks For Your Attention