CORPORATE GOVERNANCE

Team: Warren Buffett

Presented by:
Rohan
Mathew
Paul
Dhinakaran.M
Corporate governance

•
• Corporate Governance is the system by which
companies are directed and controlled” ---- Cadbury
Committee (U.K).
•
• Corporate governance is the ‘enhancement of the long-
term value while at the same time protecting the
interests of other stakeholders.” ---- Kumar
Mangalam Birla Committee (India).
•

Ask
Why ?
Ask
Benefits of Good
Corporate Governance
• Having better access to external finance.
• Lower costs of capital.
• Improved company performance.
• Higher firm valuation and share
performance.
• Reduced risk of corporate crises and
scandals

Ask
Four Pillars of Corporate
Governance

Ask
Why ?
Governance Practices at Satyam

• According to Satyam's annual

reports, corporate governance was
given high importance in the
company.


• The corporate governance in Satyam

was driven by its core values :
– Associate Delight
– Investor Delight
– Customer Delight Ask
Why ?
– Pursuit of Excellence
MAIN ISSUES IN CORPORATE
GOVERNANCE
• Role of the Board of Directors
and Composition of the Board
•
• Audit committee
•
• Shareholder’s Committee
•
• SARBANES - OXLEY
• Ask
Why ?
Governance Lessons
from Satyam
• Satyam Receives Golden Peacock Global
Award for Excellence in Corporate
Governance - LONDON, September 22,
2008


• Board Composition
– Satyam do not have an ‘Audit Committee
Financial Expert‘
–
• Board Independence – Satyam do not have
a


• Board Committees
Ask
– Satyam do not have a Nominating/Corporate
Governance Committee Why ?
Infosys Corporate
Governance
• The majority of their Board, 8 out of
15, are independent members.
•
• Comply with the Euro shareholders
Corporate Governance Guidelines,
2000.


• Comply with recommendations of The

Conference Board Commission on
Public Trusts and Private Enterprises
in the U.S
Ask
Why ?
Infosys Corporate
Governance
•
Corporate governance ratings

• CRISIL - CRISIL GVC Level 1"

rating
• ICRA - "CGR 1“ rating
•

Ask
Why ?
ENRON VS SATYAM

Ask
Why ?
Famous Quotes ……

• “Cheshire Puss, asked Alice. Would you tell me, please, which
way I ought to go from here? That depends a good deal on
where you want to go, said the Cat. I don’t much care where,
said Alice. Then it doesn’t matter which way you go, said the
Cat”.
*(Charles "Lewis Carroll“, English writer and mathematician, Alice’s Adventures in Wonderland


1865.)
•
• “It takes 20 years to build a reputation and five minutes to ruin it.
If you think about that, you’ll do things differently.”
 *(Warren Buffett.)

  “This presentation is
totally incomplete with
out your valuable
contributions .”
•


 Thank you….