...CHOWKHANI R1301038 PGDM 2013-15 1. Vision/Mission statement of the Company’s Promoters and their management philosophy. Vision Statement Vision statements help to describe the organization's purpose. Vision statements also include the organization values. Vision statements give direction for employee behavior and helps provide inspiration. Strategic plans may require a marketing strategy, which could include the vision statement to also help inspire consumers to work with the organization. Vision of Crompton Greaves Limited- To become a Leading Appliances brand by offering technically superior products & services and qualitative after sale service thus enhancing the quality of life of every consumer, through an engaged team. Mission Statement Leaders should emphasize the current mission statement to employees, which clarifies the purpose and primary, measurable objectives of the organization. A mission statement is meant for employees and leaders of the organization. Strategic plans may involve changing the mission statement to reflect a new direction of the organization. Highlighting the benefits of the change and minimizing the deficits will help employees and the public buy into the change. Mission of Crompton Greaves Limited Crompton Greaves’...
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... | |1. ‘a fair review of the company’s |Sensible and understandable explanation of the company’s business. | |business’ |Balanced perspective and clear statement of the company’s strategy. | | |Description of the company’s markets, including regulatory environment and competitive position. | |2.‘the development and performance |Commentary related to the group strategy and progress in achieving objectives. | |of the company’s business during the|Trade or channel relations (where applicable), e.g. service levels, distribution, display, trade customer satisfaction. | |financial year’ |Innovation, e.g. number of new products, new products' revenue and margin as share of total, R&D investment. | | |If multi-year trends are available use them to present underlying performance. | | |Adequate discussion of both positive and negative events or developments. | |3. ‘the position of the company’s |Provide understandable analyses of the key balance...
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...Introduction Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, management, and the board of directors. Other stakeholders include labor(employees), customers, creditors (e.g., banks, bond holders), suppliers, regulators, and the community at large. These are some definitions given under the Corporate governance; The simple meaning of the Corporate governance is the relationship between corporate managers, directors and the providers of equity, people and institutions who save and invest their capital to earn a return. It ensures that the board of directors is accountable for the pursuit of corporate objectives and that the corporation itself conforms to the law and regulations. - International Chamber of Commerce "Corporate Governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The corporate governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources. The aim is to align as nearly as possible the interests of individuals, corporations and society “ "-(Sir Adrian Cadbury in 'Global Corporate Governance Forum', World...
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...PFIZER INC. CORPORATE GOVERNANCE PRINCIPLES Role and Composition of the Board of Directors 1. General. The Board of Directors, which is elected by the shareholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the shareholders. It selects the Chief Executive Officer and other members of the senior management team, which is charged with the conduct of the Company’s business. Having selected the senior management team, the Board acts as an advisor and counselor to senior management and ultimately monitors its performance. The function of the Board to monitor the performance of senior management is facilitated by the presence of non-employee Directors of stature who have substantive knowledge of the Company’s business. 2. Succession Planning. The Board also plans for succession to the position of Chief Executive Officer as well as certain other senior management positions. To assist the Board, the Chief Executive Officer annually provides the Board with an assessment of senior managers and their potential to succeed him or her. He or she also provides the Board with an assessment of persons considered potential successors to certain senior management positions. 3. Board Leadership. The independent Directors will annually elect a Chairman of the Board, who may or may not be the Chief Executive Officer of the Company, based on the recommendation of the Corporate Governance Committee as a result of its annual review of the Company’s...
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...Fundamental analysis is a technique that attempts to determine a security’s value by focusing on underlying factors that affect a company's actual business and its future prospects. On a broader scope, you can perform fundamental analysis on industries or the economy as a whole. The term simply refers to the analysis of the economic well-being of a financial entity as opposed to only its price movements Fundamental analysis serves to answer questions, such as: • Is the company’s revenue growing? • Is it actually making a profit? • Is it in a strong-enough position to beat out its competitors in the future? • Is it able to repay its debts? • Is management trying to "cook the books"? The term fundamental analysis is used most often in the context of stocks, but we can perform fundamental analysis on any security, from a bond to a derivative. As long as we look at the economic fundamentals, we are doing fundamental analysis. For the purpose of this tutorial, fundamental analysis always is referred to in the context of stocks. Intrinsic Value of Fundamental Analysis: Intrinsic value is one of the primary assumptions of fundamental analysis is that the price on the stock market does not fully reflect a stock’s “real” value. In financial jargon, this true value is known as the intrinsic value. For example, let’s say that a company’s stock was trading at $20. After doing extensive homework on the company, we determine that it really is worth $25. In other...
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...METROPOLITAN COLLEGE OF NEW YOR | CORPORATE GOVERANCE | CHAPTER THREE | | ROLAND SAMPSON | | Corporate governance refers to the set of systems, principles and processes by which a company is governed. They provide the guidelines as to how the company can be directed or controlled such that it can fulfill its goals and objectives in a manner that adds to the value of the company and is also beneficial for all stakeholders in the long term. Stakeholders in this case would include everyone ranging from the board of directors, management, shareholders to customers, employees and society. The management of the company hence assumes the role of a trustee for all the others. Corporate governance is based on principles such as conducting the business with all integrity and fairness, being transparent with regard to all transactions, making all the necessary disclosures and decisions, complying with all the laws of the land, accountability and responsibility towards the stakeholders and commitment to conducting business in an ethical manner. Another point which is highlighted in the SEBI report on corporate governance is the need for those in control to be able to distinguish between what are personal and corporate funds while managing a company. Fundamentally, there is a level of confidence that is associated with a company that is known to have good corporate governance. The presence of an active group of independent directors on the board...
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...MALAYSIAN CODE OF CORPORATE GOVERNANCE The need for a Code was inspired in part by a desire for the private sector to initiate and lead a review and to establish reforms of standards of corporate governance at a micro level. This is based on the belief that in some aspects, self-regulation is preferable and the standards developed by those involved may be more acceptable and thus more enduring. 1.3 The Code essentially aims to set out principles and best practices on structures and processes that companies may use in their operations towards achieving the optimal governance framework. These structures and processes exist at a micro-level which include issues such as the composition of the board, procedures for recruiting new directors, remuneration of directors, the use of board committees, their mandates and their activities. 1.4 The significance of the Code is that it allows for a more constructive and flexible response to raise standards in corporate governance as opposed to the more black and white response engendered by statute or regulation. It is in recognition of the fact that there are aspects of corporate governance where statutory regulation, is necessary and others where self-regulation, complemented by market regulation is more appropriate. 1.5 The impact the Code will have in raising standards of corporate governance can be seen from the experiences of other jurisdictions. To quote the Hampel Committee1, “... it is generally accepted that implementation...
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...Specifically, this paper will explore and discuss the Enron crisis, emphasizing the legal and ethical accounting breaches committed by the company. The purpose of SOX and the methods used to address those breaches. A discussion of the major provisions of the act including: (1) Establishment of the Oversight Board commonly referred to as the Public Company Accounting Oversight Board (PCAOB) (2) Restrictions on non-audit services (3) Rotation of audit partners (4) Auditor reports to audit committees (5) conflicts of interests (6) CEO and CFO certification of annual and quarterly reports and (7) Internal control report and auditor attestation. The necessary requirements concerning internal control for public companies. A discussion of the types of services considered unlawful if provided to a publicly held company by its auditor. A discussion of the broader impact of the act on auditors. Lastly, a discussion from the legal and ethical viewpoint of the level of success the act has had in preventing cases such as Enron. The Sarbanes-Oxley Act and Enron In any contemporary discussion of corporate governance and the erosion of trust in business, one name is unavoidable: Enron. Enron has become an icon for corporate fraud on a massive scale going to the top of the corporate hierarchy. In any attempt to restore trust, two points will have to be acknowledged. First, Enron has exposed to a wider public not just vast fraud, but the pervasive practice of “creative compliance” (McBarnet...
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...COMMITTEE ON CORPORATE GOVERNANCE M a l a y s i a n C o d e o n CORPORATE GOVERNANCE March 2000 FINANCE COMMITTEE ON CORPORATE GOVERNANCE M a l a y s i a n C o d e o n CORPORATE GOVERNANCE March 2000 Securities Commission No 3. Persiaran Bukit Kiara Bukit Kiara 50490 Kuala Lumpur Malaysia Tel: 603-654 8000 Fax: 603-651 1818 Homepage: Http://www.sc.com.my Copyright @Finance Committee on Corporate Governance March 2000 Perpustakaan Negara Malaysia Cataloguing-in-Publication Data The Malaysian code on corporate governance/Finance Committee on Corporate Governance. ISBN 983-9386-23-9 1. Corporate governance-- Law and legislation-- Malaysia 2. Corporation law--Malaysia 3. Stockholders--Legal status, laws etc.--Malaysia 4. Insider trading in securities--Law and legislations--Malaysia. I. Malaysia. Suruhanjaya Sekuriti, Jawatankuasa Kewangan Tadbir Urus Koprat. 346.5950926 CONTENTS PAGES INTRODUCTION PART 1 PART 2 PART 3 PART 4 1-6 PRINCIPLES OF CORPORATE GOVERNANCE 7-8 BEST PRACTICES IN CORPORATE GOVERNANCE 9-15 PRINCIPLES AND BEST PRACTICES FOR OTHER CORPORATE PARTICIPANTS 16 EXPLANATORY 17-47 APPENDICES JPK WORKING GROUP 1 48-49 MEMBERSHIP OF THE COMMITTEE 50 GC GC INTRODUCTION The Code essentially aims to set out principles and best practices on structures and processes that companies may use in their operations towards achieving the optimal governance framework....
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...Disclosure and transparency According to McGee (2009), the corporate governance framework should ensure timely and accurate disclosure is made of all material matters regarding the corporation, including the financial situation, performance, ownership and governance of the company. According to IOSCO (2010), disclosure and transparency are critical elements of a robust corporate governance framework as they provide the basis for informed decision-making by stakeholders. High quality disclosure and transparency helps the public understand the company’s activities, policies and performance with regard to environmental and ethical standards as well as the relationship of the company with the stakeholders. The Global Financial Crisis has demonstrated how poor quality disclosure and lack of transparency can mask excessive risk-taking and leveraging by global financial institutions. Hence, high quality disclosure and transparency not only serves to protect investors but helps regulators in maintaining market confidence and systemic stability. The strengthening of disclosures and transparency involves actions by a range of market participants as it covers processes from verification, the determination of information for the publication and communication. Quantitative and qualitative corporate information is then disseminated through various periodic reports such as the annual and quarterly reports, other disclosures and through various media or other stakeholder engagement sessions...
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...AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors on April 2, 2012 I. Purpose of Guidelines These corporate governance guidelines are intended to set a proper “tone at the top,” by promoting good corporate citizenship and responsible business practices, and to establish a common set of expectations to assist the Directors in performing their duties in accordance with applicable requirements, and thereby build long-term value for the Company’s shareholders. These guidelines represent the policy of the Company, as adopted by the Board of Directors. The Board will review and, if appropriate, amend these guidelines from time to time. II. Responsibilities of the Board of Directors The Board of Directors is elected by shareholders to oversee management and protect shareholders’ long-term interests in the Company. Basic responsibilities The Directors’ most basic responsibility is to exercise their business judgment to act in a manner that they reasonably believe is in the best interest of the Company and its shareholders, and, in discharging this obligation, may rely on members of the Company’s management and on the Company’s outside advisors and auditors. Directors must fulfill their responsibilities consistent with their fiduciary duties to the Company’s shareholders and in compliance with all applicable laws and regulations. Each Director must also comply with all of the Company’s policies, including its Code of Business Conduct and Ethics and...
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...your rationale. Discussion 2 Select an organization of your choice and identify both primary and secondary stakeholders and their most likely issue(s) with the organization. (150 words) As the company’s mission is totally dependent on the needs of stakeholders, hence they hold an important position and place in the company’s profit and sales. The groups of stakeholders associated with Toyota include: its customers, its employees, the business partners of Toyota, Local communities and global societies and lastly shareholders. The customers are the high priority stakeholders of the company. For this group of stakeholders, Toyota always strive to provide highly safe and reliable vehicles. Employees of Toyota are also far more satisfied with the services and facilities provided to them by the company. The key points of Toyota for its employees include: a developing environment for human resource, diversity and inclusion in the working area, provision of safety and healthy working environment, enhancing confidence in its employees and showing pride and loyalty towards its employees. Looking at the different financial parameters, stakeholders position and financial data of the company, it can be concluded that Toyota has a very strong financial base and also the company has successfully proved its mission statement Discuss how the organization’s corporate governance could promote responsibility to the stakeholders you identified (include the model of corporate governance and the role...
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...Ltd. Heading/Subheadings | 2011 | 2012 | 2013 | * Director’s Report | 4 | 4 | 4 | * Financial Highlights | 4 | 4 | 4 | * Performance | 4 | 4 | 4 | * Dividend | 4 | 4 | 4 | * Directors | 4 | 4 | 4 | * Corporate Governance | 4 | 5 | 5 | * Change in address of registered office of company | - | 5 | 5 | * Listing on Bombay Stock Exchange | 4 | 5 | 5 | * Directors’ Responsibility Statement | 5 | 5 | 5 | * Cost Audit | 5 | 5 | 5 | * Auditors | 5 | 5 | 5 | * Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo | 5 | 5 | 5 | * Green initiative | | | 5 | * Sexual harassement of women at workplace | | | 5 | * Compliance on minimum public shareholding | | | 5 | * Particulars of Employees | 5 | 5 | 5 | * Corporate Social Responsibility | 5 | 5 | | * Industrial Relations | 5 | 5 | 5 | * Acknowledgements | | | 5 | | | | | * Annexure A to Directors’’ Report | 6 | 6 | 6 | * Conservation of Energy | 6 | 6 | 6 | * Technology Absorption | 7 | 7 | 7 | * Foreign Exchange earnings and outgo | 8 | 8 | 8 | | | | | Annexure B to Directors’ Report | 8 | 8 | | | | | | * Management Discussion and Analysis report | 9 | 9 | 9 | * Segment wise performance | 9 | 9 | 9 | * Electrical Insulation Systems | 9 | 9 | 9 | * Electronics & Engineering Materials | 9 | 9 | 10 | * Current Future & Outlook | 10...
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...report is to evaluate the corporate governance performance of the Constellation Brands, Inc., based on its last fiscal year’s US SEC filings, and then to use the relevant findings and information to discuss the implications for the company, investors, regulators, and the economy. 1.2 Scope While evaluating the corporate governance performance of the company, it is useful and important to pay attention to the four core values of corporate governance, including transparency, accountability, responsibility, and fair and equitable stakeholders, as well as to consider some indicators of the company, such as its Board Structure, Compensation system, Shareholder Rights, and Audit issues. On the other side, the financial information that the company disclosed on its financial statements is also considerable to deal with its corporate governance performance analysis. 1.3 Method I divided the whole report into three main parts—Self-Diagnostic Issues, Competitor-Diagnostic Issues, and SWOT Analysis—to analyze the corporate governance performance of the company comprehensively. In the first section, I did a 100-question corporate governance survey using “Corporate Governance Self-Diagnostic Toolkit” to rank the company from scoring scales. In the second section, I compared some important indicators of the company, such as revenues, capitalization, stock price, ROE, and numbers of BOD, to its main competitors to discuss whether the company’s corporate governance performance is above the...
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...Clause 49 of Listing Agreement The company agrees to comply with the following provisions: I. Board of Directors (A) Composition of Board i. The Board of directors of the company shall have an optimum combination of executive and non-executive directors with not less than fifty percent of the board of directors comprising of non-executive directors. ii. Where the Chairman of the Board is a non-executive director, at least one-third of the Board should comprise of independent directors and in case he is an executive director, at least half of the Board should comprise of independent directors. Provided that where the non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the company shall consist of independent directors. Explanation-For the purpose of the expression “related to any promoter” referred to in sub-clause (ii): a. If the promoter is a listed entity, its directors other than the independent directors, its employees or its nominees shall be deemed to be related to it; b. If the promoter is an unlisted entity, its directors, its employees or its nominees shall be deemed to be related to it.” iii. For the purpose of the sub-clause (ii), the expression ‘independent director’ shall mean a non-executive director of the company who: a. apart from receiving...
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