REPORT ON

CORPORATE
GOVERNANCE
TOPICS
INCLUDED:OVERVIEW,
GLOBALISATION AND
CORPORATE GOVERNANCE
AND EMERGING TRENDS IN
CORPORATE GOVERNANCE

Submitted by:

UDIT GUPTA

B.E (Chemical) + MBA 5thYear

CM 15233
 ACKNOWLEGEMENT

I am thankful to everyone who all supported me, for I have completed my

report effectively and moreover on time.

I am equally grateful to my mentor, Prof. Harjit Kaur. She guided me in

different matters regarding the topic and had been very kind and patient
while suggesting me the outlines of the report and correcting my doubts,
despite of her busy schedules. I thank her for their overall support.

Thanking you,

UDIT GUPTA
MBA 5th Year
CM15233

2
 CONTENTS

1. OVERVIEW OF CORPORATE GOVERNANCE……………..3

 Core Principles……………………………………………...3
 Models……………………………………………...………..4

2. CORPORATE GOVERNANCE AND GLOBALISATION……6

 Example………………………………………………….......7

3. EMERGING TRENDS IN A CORPORATE GOVERNANCE...9

 Example………………………………………………….....12

4. REFERENCES……………………………………………………15

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 OVERVIEW OF CORPORATE GOVERNANCE
Corporate Governance refers to the way a corporation is governed. It is the technique by which
companies are directed and managed. It is actually conducted by the board of Directors and the
concerned committees for the company’s stakeholder’s benefit. It is all about balancing
individual and societal goals, as well as, economic and social goals. Good corporate governance
is a key factor in underpinning the integrity and efficiency of a company. Poor corporate
governance can weaken a company’s potential, can lead to financial difficulties and in some
cases can cause long-term damage to a company’s reputation. 

CORE PRINCIPLES OF CORPORATE GOVERNANCE

1. FAIRNESS- Fairness refers to equal treatment, for example, all shareholders should
receive equal consideration for whatever shareholdings they hold. there should also be
fairness in the treatment of all stakeholders including employees, communities and public
officials.
2. ACCOUNTABILITY- Corporate accountability refers to the obligation and
responsibility to give an explanation or reason for the company’s actions and conduct.
The board should establish formal and transparent arrangements for corporate reporting
and risk management and for maintaining an appropriate relationship with the company’s
auditor, and the board should communicate with stakeholders at regular intervals.
3. RESPONSIBILTY-The Board of Directors are given authority to act on behalf of the
company. They should therefore accept full responsibility for the powers that it is given
and the authority that it exercises. The Board of Directors is responsible for overseeing
the management of the business, affairs of the company, appointing the chief executive
and monitoring the performance of the company. It is required to act in the best interests
of the company.
4. TRANSPARENCY-It means openness, a willingness by the company to provide clear
information to shareholders and other stakeholders. For example, transparency refers to
the openness and willingness to disclose financial performance figures which are truthful
and accurate. Disclosure should also be timely. Organizations should clarify and make
publicly known the roles and responsibilities of the board and management.

THREE MODELS OF CORPORATE GOVERNANCE

1. THE ANGLO-US MODEL- The Anglo-US model is characterized by share ownership

of individual, and increasingly institutional, investors not affiliated with the corporation
(known as outside shareholders or “outsiders”); a well-developed legal framework
defining the rights and responsibilities of three key players, namely management,
directors and shareholders; and a comparatively uncomplicated procedure for interaction
between shareholder and corporation. The three major players are management, directors

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 and shareholders. They form what is commonly referred to as the "corporate governance
triangle."

2. THE JAPANESE MODEL- The Japanese model is characterized by a high level of

stock ownership by affiliated banks and companies; a banking system characterized by
strong, long-term links between bank and corporation; a legal, public policy and
industrial policy framework designed to support and promote “keiretsu” (industrial
groups linked by trading relationships as well as cross-shareholdings of debt and equity);
boards of directors composed almost solely of insiders; and a comparatively low (in some
corporations, non-existent) level of input of outside shareholders, caused and exacerbated
by complicated procedures for exercising shareholders’ votes. Equity financing is
important for Japanese corporations. However, insiders and their affiliates are the major
shareholders in most Japanese corporations. The interests of outside shareholders are
marginal. The four key players are: main bank (a major inside shareholder), affiliated
company or keiretsu (a major inside shareholder), management and the government.

3. THE GERMAN MODEL- There are three unique elements of the German model that
distinguish it from the other models outlined in this article. Two of these elements pertain
to board composition and one concerns shareholders’ rights. German corporations have a
two-tiered board structure consisting of a management board (composed entirely of
insiders, that is, executives of the corporation) and a supervisory board (composed of
labor/employee representatives and shareholder representatives). The size of the
supervisory board is set by law and cannot be changed by shareholders. Voting right
restrictions are legal. These limit a shareholder to voting a certain percentage of the
corporation’s total share capital, regardless of share ownership position.

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 GLOBALISATION AND CORPORATE GOVERNANCE
Globalisation has had a very sharp effect on company behaviour and still we can see many
problems particularly in developing countries. The challenge of governance in a globalizing
world is to engage in a process of political deliberation which aims at setting and resetting the
standards of global business behaviour. Whole arrangements of organisation are concerned
mainly with managing the governing of companies and argue with political ascendancy,
institutions, and, ultimately, control. Establishment in this particular sense denotes formal
political institutions that propose to coordinate and control interdependent gregarious conditions
and that possess the competency to implement decisions. More and more, all the same, in a
globalized world, the concept of governance is being employed to describe the regulation of
interdependent links in the absence of overarching political ascendancy, such as in the
international organization. International bodies like United Nations and World Trade
Organization have a major role to play in integrating globalization and corporate governance and
thus addressing worldwide problems of global organizations that go beyond the capabilities of
individual countries to solve. Global governance is not a real system; it is merely to recognize
that in this regular globalized world, there is craving for some construct of governance to deal
with multinational and global issues.

In this respect, as an example, the United Nations Global Compact – described as the world’s
largest voluntary company responsibility initiative – brings together organizations, countrywide
and worldwide corporations, trade unions and different labour establishments and diverse organs
of civil society a good way to guide accepted environmental protection, human rights and social
concepts. Participation is completely voluntary, and there’s no enforcement of the ideas by way
of an out of doors regulatory body. Societies adhere to those practices each due to the fact they
make economic experience, and because their stakeholders, consisting of their shareholders
(most individuals and institutional investors) are affected with these problems and this offers a
mechanism wherein they can display the compliance of agencies effortlessly. Mechanisms such
as the Global Compact can enhance the capacity of people and local groups to keep companies
accountable.

The challenge of governance in a globalizing world is to engross in a process of political

deliberation which aims at laying out and resetting the standards of global business conduct.
While stakeholder management deals with the idea of internalizing the demands, values and
interests of those constituents that touch on or are regarded by corporate decision-making, we
indicate that political CSR can be realized as a crusade of the corporation into environmental and
social challenges such as human rights, global warming, or deforestation.

Business failure and scandals increased after globalization, and good governance is needed to
come up to this problem.

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 FIFA’S GOVERNANCE REFORMS (EXAMPLE)
Fédération Internationale de Football Association’s (“FIFA”) stated overall mission is to
“develop the game, touch the world and build a better future”. FIFA’s efforts to adhere to,
promote and fulfil this ideology have been hampered by allegations of inappropriate behaviours
and practices over many years, culminating last year in a spate of high profile and well
publicised scandals centring on financial corruption and bribery. These could have been avoided,
or mitigated, by a more robust governance regime. It would appear that the checks and balances
that have been in place at FIFA’s management level have failed to appropriately regulate an
organisation whose power and influence has multiplied exponentially as the commercialisation
and globalisation of football continues to grow.

Following the most recent incidents, the 2016 FIFA Reform Committee (the “Reform
Committee”) was established to propose reforms to the governance structure of the organisation.
These reforms were ultimately passed on 26 February 2016 at the Extraordinary FIFA Congress
in Zurich, heralding what many will hope to be a new age of corporate governance at FIFA.

Some notable governance reforms are:

1. In December 2011, the Independent Governance Committee (the “ICG”) was established as a

temporary body with the goal of overseeing the creation of a framework of good governance and
controls for FIFA. The ICG was chaired by Mark Pieth and involved a consultation process with
a wide range of experts and stakeholders from both inside and outside football. The ICG gained
approval for some reforms, including the division of the Ethics Committee into both an
investigatory and an adjudicatory chamber, revision of the Code of Ethics and establishment of a
new Code of Conduct, and the introduction of a confidential reporting mechanism.

2. In November 2014, Hans-Joachim Eckert’s summary of Michael J. Garcia’s inquiry

report into the 2018 and 2022 FIFA World Cup Bidding Process was published. The inquiry was
commissioned to review the bidding process for both World Cups, as well as to investigate
specific allegations of misconduct and corruption. Mr Eckert surmised that Mr Garcia’s report
showed insufficient evidence of wrongdoing to justify re-opening the bidding process. Mr Garcia
immediately claimed Mr Eckert’s summary contained “numerous materially incomplete and
erroneous representations” and appealed FIFA’s decision not to publish the entire report to the
Appeal Committee. His appeal was ultimately unsuccessful and he resigned from his position as
chairman of the FIFA Investigatory Chamber.

3. In August 2015, the Reform Committee was appointed by the FIFA Executive Committee (the
“Executive Committee”) to recommend relevant and appropriate changes to the Statutes and
Regulations of FIFA, with the aim of promoting significantly improved governance and
transparency within the organisation. The proposed reforms were submitted to the Extraordinary
FIFA Congress and approved on 26 February 2016 in Zurich.

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 One aspect of corporate governance that the FIFA reforms have not implemented is the
appointment, and role, of independent non-executive directors. The CGC outlines that the board
of a company should include an appropriate combination of executive and non-executive
directors, a majority of whom should be independent. Such persons, who are ordinarily external
and independent personnel, could use their experience to contribute to the organizational strategy
of the Council, challenge proposals and scrutinize the performance of the Council and individual
Council members. The Council will instead be formed of members appointed by
the football confederations and associations of FIFA and therefore lack the independence of
thought and affiliation.

The reforms prohibit both the President and members of the Council11 to hold office for more
than three terms of four years (whether consecutive or not) and so a maximum of 12 years. The
requirement to seek re-election at regular intervals conforms to a principle of the CGC that all
directors should be submitted for re-election at regular intervals, subject to continued satisfactory
performance.

Intertwined within FIFA’s reform of its governance structure is the refining of the organization’s
corporate social responsibility programme, through, most notably, the implementation of a new
Human Rights framework.  FIFA should adopt a clear and coherent human rights policy, identify
and evaluate human rights risks and enable access to effective remedies if a fundamental human
right is breached by a member of the organization. The recommendations are intended to be
practical, and to address the human rights issues the organization has encountered in the past.

A new compliance regime will also be implemented at FIFA as a result of the reforms. A new
position of Chief Compliance Officer has been created, who will be tasked with overseeing
FIFA’s compliance program.

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 EMERGING TRENDS IN CORPORATE
GOVERNANCE
2019 GLOBAL AND REGIONAL TRENDS IN CORPORATE GOVERNANCE

1. Board quality and composition- Since investors cannot see behind the boardroom
veil, they have little choice but to rely on various governance criteria as a stand-in for
board quality. Directors face increased scrutiny around how equipped the board is
with industry knowledge, capital allocation skills, and transformation experience.
Institutional investors are pushing to further encourage robust, independent, and
regular board evaluation processes that may result in board evolution. Boards will
need to be vigilant as they consider individual tenure, director overboarding, and
gender imbalance—all of which may provoke votes against the nominating
committee or its chair. Gender diversity continues to be an area of focus across many
countries and investors. Companies can expect increased pressure to disclose their
prioritization of board competencies, board succession plans, and how they are
building a diverse pipeline of director candidates. Norges Bank Investment
Management, the world’s largest sovereign wealth fund, has set a new standard for at
least two independent directors with relevant industry experience on each of their
9,000 investee boards.

2. Deeper focus on oversight of corporate culture- Human capital and intangible

assets, including organizational culture and reputation, are important aspects of
enterprise value, as they directly impact the ability to attract and retain top talent.
Culture risk exists when there is misalignment between the values a company seeks to
embody and the behaviors it demonstrates. Investors are keen to learn how boards are
engaging with management on this issue and how they go about understanding
corporate culture. A few compensation committees are including culture and broader
human capital issues as part of their remit.

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3. Investors placing limits on shareholder primacy and emphasizing long-termism-
The role of corporations in many countries is evolving to include meeting the needs
of a broader set of stakeholders. Global investors are increasingly discussing social
value; long-termism; and environment, social, and governance (ESG) changes that are
shifting corporations from a pure shareholder primacy model. While BlackRock CEO
Larry Fink’s 2018 letter to investee companies on the importance of social purpose
and a strategy for achieving long-term growth generated discussion in the US, much
of the rest of the world viewed this as further confirmation of the focus on broader
stakeholder, as well as shareholder, concerns. Institutional investors are more actively
focusing on long-termism and partnering with groups to increase the emphasis on
long-term, sustainable results.

4. ESG continues to be a critical issue globally and is at the forefront of governance

concerns in some countries- Asset managers and asset owners are integrating ESG
into investment decisions, some under the framework of sustainability or integrated
reporting. The priority for investors will be linking sustainability to long-term value
creation and balancing ESG risks with opportunities. ESG oversight, improved
disclosure, relative company performance against peers, and understanding how these
issues are built into corporate strategy will become key focus areas. Climate change
and sustainability are critical issues to many investors and are at the forefront of
governance in many countries. Some investors regard technology disruption and
cybersecurity as ESG issues, while others continue to categorize them as a major
business risk. Either way, investors want to understand how boards are providing
adequate oversight of technology disruption and cyber risk.

5. Activist investors continue to impact boards- Activist investors are using various
strategies to achieve their objectives. The question for boards is no longer if, but
when and why an activist gets involved. The characterization of activists as hostile
antagonists is waning, as some activists are becoming more constructive with
management. Institutional investors are increasingly open to activists’ perspectives
and are deploying activist tactics to bring about desired change. Activists continue to
pay close attention to individual director performance and oversight failures. We are
seeing even more boards becoming “their own activist” or commissioning
independent assessments to preemptively identify vulnerabilities. Firms such as
Russell Reynolds are conducting more director-vulnerability analysis, looking at the
strengths and weaknesses of board composition and proactively identifying where
activists may attack director composition.

2018 GLOBAL AND REGIONAL TRENDS IN CORPORATE GOVERNANCE

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1. Better Investor Stewardship- An enhanced interest in investor stewardship by
governments and investors is impacting corporate governance globally. Since the
last financial crisis, there has been a drive for more investor accountability in how
they use their influence and votes to steer the strategic direction of investee
companies. This has combined with a dramatic increase in the popularity of, and
cash flows into, index tracking funds, which have increased the voting power of
the major asset managers

2. Compensation-Executive pay will continue to remain in the spotlight as investors

are looking for additional engagement and/or disclosure around total
compensation and its link to long-term strategic goals and business performance.
Boards and compensation committees should expect more inquiries related to
incentive compensation schemes and how they drive desired employee behavior.
3. Board Quality & Composition- Institutional investors will continue to prioritize
gender diversity, director skills and experiences, composition refreshment, and the
appointment of directors who have enough time to dedicate to the company as key
indicators of board quality. Boards and nominating and governance committees in
certain markets should expect increased votes against directors where there are
fewer than two women on the board. Activists and some institutional investors
will pay close attention to the number of directors with direct industry experience
when assessing composition and quality.
4. Activist Investing- Many boards often feel trapped between what appear to be
competing demands: Institutional investors want to see long-term shareholder
value creation, and activist investors often call for short-term value enhancement.
The companies that have had the most success navigating activist campaigns have
been the ones with boards that are willing to have a meaningful dialogue with
activists to achieve a resolution. Boards that fight with activists will face intense
scrutiny of the value-creation history of each director, both in their executive and
board careers.
5. Environmental, Social, & Governance Risk- While climate change risk and
sustainability have been emerging areas of focus for several years, investors now
consider the topics to be mainstream priorities. Though companies in extractive
industries are likely to receive the greatest levels of scrutiny, other sectors will
also see more engagement from institutional investors. Guidance laid out by the
Financial Stability Board Task Force on Climate-related Financial Disclosures
(TCFD) will lead to a greater investor focus on recommendations, such as the use
of two-degree scenario planning to prepare for the Paris Accord goal of
minimizing global temperature increase to two degrees Celsius. Under a two-

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 degree analysis, companies assess the risks and opportunities of climate change
on the business.
6. Cybersecurity- Cyber risk continues to be a growing concern for global investors
in light of multiple security breaches (in the political, government, private sector,
and consumer spheres) worldwide. Cyber threats will be an important area of
focus for boards to monitor. Many institutional investors will use 2018 to
formulate their policies on cyber risk and the role of the board, leading to further
engagement on this topic.
7. Human Capital- Institutional investors are increasing their focus on human
capital. There are various aspects to their interest, including effective succession
planning at the C-suite level and beyond, the impact of company culture on
performance, and gender pay disparity.

Taking the example of India, India has faced some challenges in terms of
aligning corporate governance with an evolving business environment. Following
several public and high-profile governance lapses, the Securities and Exchange
Board of India (SEBI) appointed the “Kotak Committee” to review corporate
governance principles. The committee recently proposed a set of tougher
corporate governance norms aimed at increasing transparency, strengthening
board independence and board composition, and enhancing disclosures.

 There is now a greater demand for qualified board members since 2018,
as the committee calls on all listed companies to have at least six
directors on the board. Independence is a major concern in India and
among minority shareholders, so the committee proposes that half the
board be independent, rather than one-third as is required now. Related
independence disclosures, such as what standard of independence is
being utilized, are also proposed to help boost investor confidence.

 Responding to the trend of appointing a female relative to the board (as a

way to comply with the 2013 requirement to have at least one woman on
the board), the Kotak Committee recommends that at least one of the
independent directors be a woman.
 The reforms also include a requirement for the implementation of an
oversight process for succession planning and updating the board
evaluation and director review process.

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 Key Global Trends in Corporate Governance
and Indian Regulatory Initiatives

International Trends Corporate Governance

Requirements in India

• Asia: Independent Directors are a requirement for listed companies in all Asian economies, where Independent Directors
most require at least 1/3rd of the Board to be independent. The 2012 Singapore corporate
Board to have specific proportion of
governance code recommends a majority of Independent Directors when the chairman of the Board
Independent Directors
is not independent.
• US: The Council of Institutional Investors (CII), Corporate Governance Policies state that at least
2/3rd of the directors should be independent.
• Europe: European commission urges member states to have sufficient number of
independent non-executive or supervisory directors on Board.
G20/ OECD: The latest principles encourage the prominant role of independent Board members.
It states that, it is a good practice where remuneration policy and contracts for Board members
and key executives is handled by a special committee of the Board comprising either wholly or a
majority of Independent Directors.
Although, there is no specific law to enforce number of women directors on the Board, following Woman Director
countries have taken steps to maintain the ratio of female Board representation (source:
Requirement of at least 1 woman director on
www.cfainstitute. org):
the Board for listed companies and public
• Japan: In early 2014, Japanese Prime Minister announced the goal of increasing the companies
percentage of women in executive positions at Japanese companies to 30% by 2020.
• UK: UK businesses had voluntary targets first set in 2011 i.e. to have 25% women on FTSE100
(The Financial Times Stock Exchange) Boards by 2015.
• Canada: At the Federal level, two bills are currently being tabled which will impose a 40%
quota for female Board members of public companies and other regulated entities such as banks
and insurance companies.
• Brazil: A bill pending in the Brazilian Senate would impose a 40% female quota on the Boards of
state- owned enterprises by 2022.
• France: French parliament adopted a bill that requires public companies making at least 50 million
euros in turnover and employing more than 500 workers to have 40% female Board
representation by 2017.
• Europe: The European Commission has proposed legislation that would require nonexecutive
directors to be 40% women by 2020, up from 16.6% in 2013.
• Germany: In November 2013, Germany’s Christian Democrats and Social Democrats agreed
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on a gender quota on supervisory Boards where, issuers would be required to have women
comprise 30% of nonexecutive directors by 2016. The planned legislation would require firms
that don’t meet the 30% mark to leave those seats vacant.
The latest G20/ OECD principles encourages measures such as voluntary targets, disclosure requirements,
International Trends Corporate Governance
Requirements in India

Brazil: IBGC Corporate Governance Code states that directors should ensure that the RPTs Related Party Transactions (RPTs)
are conducted according to the market practices in terms of deadlines and rates and are clearly
• Formulation of RPT policy
reflected in the organisation reports. There is a prohibition on the loans in favour of the
controlling partner and the administrators. The operations should be based on the independent • Prior Board Resolution at a meeting
appraisal reports and information endorsed by third parties. Loans between related parties should required for specified transactions with
be avoided. related parties.

G20/ OECD: RPTs should be approved and conducted in a manner that ensures proper • Exemption for transactions in ordinary
management of conflict of interest and protects the interest of the company and its shareholders. course of business and an arm’s length
Conflicts of interest inherent RPTs should be addressed through proper monitoring and basis
disclosure. • Prior approval of Audit Committee
In most jurisdictions, great emphasis is placed on the Board approval, often with prominent role required for all RPTs
for independent Board members or requirements for the Board to justify the interest of transaction
for the company. Shareholders are also given a say in approving certain transactions, excluding the
interested shareholders.
Canada: In 2013, Canada launches SVX, the Social Venture Exchange, one of the first social Corporate Social Responsibility
stock exchanges. It self-describes as a private investment platform made to connect impact ventures
• CSR Committee: >=3 directors, 1
funds and investors.
Independent Director (ID)ID
Brazil: In 2012, Bovespa releases ‘comply or explain’ recommendations for all listed companies,
• CSR Policy: To formulate the policy
encouraging them to state whether they publish a regular sustainability report and where it is available,
by CSR Committee
or explain why not.
• CSR Projects: Schedule VII of The
Australia: In 2014, The Australian Securities Exchange (ASX) updated their non-financial disclosure
Companies Act, 2013 prescribes the
requirements, now requiring companies to disclose if they have material exposure to 'environmental
CSR projects
and social sustainability risks' and how they plan to manage and mitigate this risk.
• CSR Report: Disclose and report CSR
2010 Companies listed on ASX must disclose if they have developed a code of conduct on
policy and activities undertaken by the
environmental risks and controls.
Company
China: In 2008, China’s State-owned Assets Supervision and Administration Commission (SASAC)
• CSR spend: At least 2% of the
releases a directive strongly encouraging state-owned enterprises to follow sound CSR practices and
average net profit of the Company in
report on CSR activities. While this directive is not binding, SASAC holds a lot of influence in the
the immediately 3 preceding years
business community, and such a directive demonstrates serious commitment to corporate social
responsibility.
UK: In 2013, The Financial Reporting Council (FRC) in the UK announces that it is finalizing guidance
on companies' disclosures on environmental, social, and diversity issues. The new strategic report
requires companies to provide a complete picture of their business activity, including social effects,
calling into question what is material in business reporting.
Germany: In 2011, The German Council for Sustainable Development (GCSD) develops a German
Sustainability Code. It includes 20 criteria and 27 GRI Performance Indicators that describe what
should be taken into account in sustainability and reporting analysis.
France: In 2012, The Grenelle II Act is passed, requiring companies to include ESG (Environmental,
Social and Governance) information in their annual report. Large companies are to comply in their 2012
reports, and smaller companies (defined as having fewer than 500 employees and total assets or net
annual sales of €100 million) are to comply by 2014.

*Source: European Corporate Governance Institute: http://www.ecgi.org/codes

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 REFERENCES

1. https://corpgov.law.harvard.edu/2017/12/29/global-and-regional-trends-in-
corporate-governance-for-2018/

2. https://corpgov.law.harvard.edu/2018/12/30/2019-global-regional-trends-in-
corporate-governance/

3. https://www.lawinsport.com/topics/articles/item/a-legal-analysis-of-fifa-s-
governance-reforms-do-they-meet-the-standards-of-best-global-practice?
highlight=WyJmb290YmFsbCIsImZvb3RiYWxsJ3MiLCInZm9vdGJhbGwnIiwiJ
2Zvb3RiYWxsIiwiJ2Zvb3RiYWxsJ3MiLCJmb290YmFsbCciLCJmb290YmFsb
CcsIiwiZm9vdGJhbGwnLiIsImZvb3RiYWxsJ3Nnb3Zlcm5pbmciLCJmb290Ym
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MiLCJhZ2VudHMiLCJhZ2VudHMnIiwiJ2FnZW50cyciLCInYWdlbnRzIiwiYW
dlbnRzJywiLCJhZ2VudHMnZmVlcyIsImZvb3RiYWxsIGFnZW50cyJd

4. http://www.ijimt.org/papers/547-E10020.pdf

5. http://www.ecgi.org/codes

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