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Corporate Governance refers to the structures & processes for the efficient & proper direction & control

of companies (both private and public) in the interest of all stakeholders. Basic Principles of Corporate Governance: Accountability Rights of Shareholders Transparency Interests of Stakeholders Fairness Good Faith Diligence Integrity Trust Disclosure Responsibility Controls Corporate Governance Framework Governance Principles Legal / Regulatory Codes of Best Practice Stakeholder Relations Self Regulation Ethical Standards Risk Management Why Corporate Governance Enhances performance of companies Enhances access to capital Enhances long term prosperity. Commitment

Provides a barrier to corrupt dealings- limiting discretionary decision making, increasing oversight, introducing Codes of Ethics etc Impacts on the society as a whole: Better companies, Better societies

Corporate Governance 1. Characterstics Of C.G. ------------------------Represent the frame work under which business decision are taken. Depends on the rules and practices. Key part of the Contract. 2. Assurance the well Functioning of markets.Constituents of C.G. ---------------------1)Board of Director 2)ShareHolders 3)Management 3. Principle of C.G. Fairness Transparency & Disclosure Accountability Responsibility 4. Issues Of Corporate Governance or C.G. -----------------------------------------Distingushing the roles of board and Management. Composition of board and related issues. Separation of the role of CEO and Chairperson. Should the board has committees. Appointment to the Board and Directors' and Re-election. 6)Disclosure & audit