...Subject: Corporate Governance Istanbul Aydin Univeristy Modern Approaches in Management And Organization ISM503 Shahla Gafarova MBA Class Y1112.130010 Plan of Corporate Governance 1. Introduction………………………………………………..………………………………...........3 2. The UK Approach to Corporate Governance… …..………………………………………....4-7 3. Example topic of Corporate Governance: Starbucks….………………………………….. 8-11 4. Summary………………………………………………… ……….…………………………….12 5. References………………………………………………………………………………………..13 Introduction “Corporate Governance denotes direction and control of the affairs of a company and it is the relationship between the owners ,directors and managers.” Scope of CG - IT provides the structure for setting objectives and providing means to attain them. Main features of Corporate Governance - It is a set of system and processes which embraces organization structure. Ensures best interest of the stakeholders Denotes direction leadership explains relationship between directors , owners and managers. Attempts to put a check on working of an organization. Activity time - “Corporate Governance is explain the importance of Corporate Governance. Corporate governance specifies the distribution of rights And responsibililities among different participants in corporations. Corporate governance means a system by which corporate entities are under control and are directed Corporate governance attempts to put a check on the working of the organization. Corporate governance...
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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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...uk/BJASS.aspx Corporate Governance and Performance of Saudi Arabia Listed Companies Yahya Ali Al-Matari Faculty of Accountancy, Universiti Utara Malaysia matariyahya@yahoo.com Dr. Abdullah Kaid Al-Swidi College of Arts & Sciences, Universiti Utara Malaysia swidi@uum.edu.my, and Assoc. Prof. Dr. Faudziah Hanim Bt Fadzil Faculty of Accountancy, Universiti Utara Malaysia fhanim@uum.edu.my Abstract: This study aims to provide a concise view of the background of Saudi Arabia‟s legal system, important regulations and monitoring policies related to the corporate governance followed by the Saudi government to enhance the attractiveness of the business environment. In so doing, this study attempted to provide an overview on corporate governance in the emerging markets and more specifically in Saudi Arabia. Additionally, this study has shed lights on the main monitoring devices which play a significant role in regulating and developing the Saudi business environment. The focus was on some corporate governance mechanisms that might affect firm performance including board composition (BODCOM), CEO duality (DUAL), board size (BSIZE), audit committee independence (ACIND), audit committee activities (ACMEET) and audit committee size (ACSIZE). Keywords: Corporate governance, firm performance, emerging countries, Saudi Arabia. 1 British Journal of Arts and Social Sciences ISSN: 2046-9578, 1. Introduction The topic of corporate governance is assuming growing...
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...Efficacy of Corporate Governance Contents 1. Definition of Corporate Governance 2. History of Corporate Governance – Pre and Post Liberalization 3. Objectives of Corporate Governance 4. Need of Corporate Governance 5. Framework of Corporate Governance 6. Principles of Corporate Governance in India and in the World 7. Merits and Demerits of Corporate Governance 8. Impact of Violation of Corporate Governance Laws 9. Case Study – a) Satyam b) Pfizer c) 3rd Company 10. Conclusion 11. Bibliography Definition "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 Bank, 2000) 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 deals with laws, procedures, practices and implicit rules that...
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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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...Corporate Governance Guidelines The Board of Directors (the “Board”) of Apple Inc. (the “Corporation”) has adopted these governance guidelines. The guidelines, in conjunction with the Corporation’s articles of incorporation, bylaws, and the charters of the committees of the Board, form the framework of governance of the Corporation. The governance structure of the Corporation is designed to be a working structure for principled actions, effective decision-making and appropriate monitoring of both compliance and performance. I. The Role of the Board of Directors The Board oversees the Chief Executive Officer (the “CEO”) and other senior management in the competent and ethical operation of the Corporation on a day-to-day basis and assures that the longterm interests of the shareholders are being served. To satisfy its duties, directors are expected to take a proactive, focused approach to their position, and set standards to ensure that the Corporation is committed to business success through the maintenance of high standards of responsibility and ethics. II. Director Qualifications The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board. The Nominating and Corporate Governance Committee will consider the individual’s background, skills and abilities, and whether such characteristics qualify the individual...
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...Best Practices: Nonprofit Corporate Governance One of the most significant and valuable developments of the post-Sarbanes-Oxley Act environment has been the emergence of governance “Best Practices” proposals designed to enhance and improve corporate responsibility and governance. These proposals have come from a wide variety of sources, ranging from self-regulatory agencies (e.g., NYSE, NASDAQ) and business groups (e.g., The Business Roundtable, The Conference Board, National Association of Corporate Directors) to professional associations (e.g., the American Bar Association) and major corporations (e.g., General Electric, WorldCom, TIAA/CREF). While most of these Best Practices proposals have been recommended for adoption by public companies, their relevance as an aspirational goal for nonprofit corporations and non-public companies is widely recognized. From these and other resources, we have developed the following set of guidelines as “food for thought” concerning governance “Best Practices” to assist nonprofit corporations in responding to the current “corporate responsibility” environment. To set the proper perspective, a few important caveats are in order. First, these are Best Practices guidelines, and do not in most instances, reflect current legal requirements. Instead, the guidelines reflect our perspective on evolving trends in nonprofit governance and law. In many circumstances, adoption of, and adherence to, “Best Practices” may reduce a nonprofit corporation’s...
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...MALAYSIAN CODE ON CORPORATE GOVERNANCE 2012 CONTENTS Foreword Corporate Governance in Malaysia Corporate Governance Principles and Recommendations Principle 1: Establish clear roles and responsibilities Principle 2: Strengthen composition Principle 3: Reinforce independence Principle 4: Foster commitment Principle 5: Uphold integrity in financial reporting Principle 6: Recognise and manage risks Principle 7: Ensure timely and high quality disclosure Principle 8: Strengthen relationship between company and shareholders Table 1: Comparison between the MCCG 2012 and the 2007 Code 1 FOREWORD By TAN SRI ZARINAH ANWAR Chairman, Securities Commission Malaysia The Securities Commission Malaysia (SC) had in July 2011 released the Corporate Governance Blueprint 2011 (Blueprint) which sets out the desired corporate governance landscape going forward. The essence of the Blueprint is to achieve excellence in corporate governance through strengthening self and market discipline and promoting good compliance and corporate governance culture. Boards and shareholders must embrace the understanding that good business is not just about achieving the desired financial bottom line by being competitive, but by also being ethical and sustainable. The Malaysian Code on Corporate Governance (Code), first issued in March 2000, marked a significant milestone in corporate governance reform in Malaysia. The Code was later revised in 2007 (2007 Code) to strengthen the roles and responsibilities...
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...Market [ACTG 4760 Case Project 1] [Xiaofei Liao] History of Corporate Governance at the Firm Whole Foods Market was founded in Austin, Texas. 1980, with merely 19 people. There are four founders of the company, John Mackey, Rene Lawson Hardy, Craig Weller and Mark Skiles. John and Renee dropout from college and borrowed a total of $45,000 from their families and friends to open Saferway Natural Foods. Two years later, the couple partnered with Craig and Mark, owners of Clarksville Natural Grocery, to merge Saferway with their Clarksville. This action resulted the opening of the original Whole Foods Market in 1980. Whole Foods goes public in January 1992, trading shares on the NASDAQ Stock Market as WFM. It has become a public company for 23 years since then. The Appendix A shows a list of key dates in the development history of the company. Today, there are over 410 stores of Whole Foods throughout the United States, U.K., and Canada. There are more than 88,000 team members and the company is awarded as “100 Best Companies to Work For” by FORTUNE magazine for 18 years since the list’s inception. It listed 218 in the Fortune 500 list and all the accomplishments by Whole Foods ties closely with its strong corporate governance policies, including the Board, its Committees and the individual directors. Roles and recent challenges of the Board The Board of Directors is responsible for monitoring management’s operation and activities...
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...Petroleum Industry: Corporate Governance Report GROUP 9 INDIAN OIL Corporation Corporate Governance Philosophy IndianOil believes that good Corporate Governance practices ensure ethical and efficient conduct of the affairs of the Company and also help in maximizing value for all its stakeholders like customers, employees and society at large in order to build an environment of trust and confidence among all the constituent IndianOil recognizes that good Corporate Governance is a continuous exercise and reiterates its commitment to pursue highest standards of Corporate Governance in the overall interest of all its stakeholders Corporate governance framework Code of Conduct for Directors and Senior Management Personnel Code of Conduct for prevention of Insider Trading Enterprise Risk Management Policy Integrity Pact to enhance transparency in business Whistle Blower Policy Conduct, Discipline and Appeal Rules for employees Corporate Social Responsibility / Sustainable development Human Resources initiatives Board of Directors 2011-12 2012-13 2013-14 Chairman 1 1 1 Director 7 7 7 Govt. nominee director 2 2 2 Independent director 6 5 8 Board of directors (2013-14) Board of directors (2012-14) Board of Directors (2011-12) Board meeting (2013-14) The meetings of the Board of Directors are generally held once in a month. During the financial year 2013-14...
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...Executive Summary Phenomenal growth of interest in corporate governance has emerged in recent years. The body of literature on the subject has grown markedly in response to successive waves of large corporate failures. Furthermore, there have been numerous attempts to define what constitutes ‘good corporate governance’ and to provide guidelines in order to enhance the quality of corporate governance. It must, however, be acknowledged that while everyone advocates and wants corporations to maintain ‘good corporate governance’, measuring the quality of corporate governance structures of the Australian companies has been, at best, very difficult. The major contribution of this report is to develop a simple and effective measurement model to rate the corporate governance structures of four companies. In effect, this report hopes to shed light on factors that should be taken into account in order to make sound investment decisions. The report concludes that David Jones would be the best investment decision amongst the four companies. The rest of the report is structured as follows. Section 1 details our ‘Corporate Governance Assessment Model’, comprising of six governance-related factors and associated measures. Section 2 outlines our assessment of the corporate governance quality of each of the four companies, as well a brief description of the company. Section 3 shows our firm’s conducted comparison of the four corporate governance structures. The final section includes the bibliography...
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...EDUCATION TERM PAPER ON CORPORATE GOVERNANCE PRACTISE BY DIFFERENT COMPANIES OF INDIA AND OTHER COUNTRIES. COURSE: MASTERS IN BUSINESS ADMINISTRATION PAPER: BUSINESS LAWS AND CORPORATE GOVERNANCE. PAPER CODE: MBD 107. SEMESTAR: 1ST SUBMITTED BY SOUMYA KANTI BOSE ENROLLMENT NO: DDE/MBA/JUL2013/14. REGISTRATION NO: APPLIED FOR. SESSION: JULY 2013 - JUNE 2015. INDEX PARTICULARS | PAGE NO | Introduction | 03 | Objectives of Study | 03 | World Scenario in Corporate Governance | 03 | Indian Scenario in Corporate Governance | 03-04 | Corporate Governance Practices By State Bank of India, India | 04-05 | Corporate Governance Practices By Axis Bank Ltd, India | 05-13 | Corporate Governance Practices by National Australia Bank, NAB | 13-18 | Corporate Governance By HSBC, London | 19-23 | Conclusion | 23 | Reference | 23 | Introduction: The issue of corporate governance has come up mainly in the wake up economic reforms characterized by liberalization and deregulation. Corporate governance has at its backbone a set of transparent relationships between an institution’s management its board, shareholders and other stakeholders. Corporate governance has come up mainly in the wake up of economic reforms characterized by liberalization and deregulation. According to OECD, the corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders...
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...CODE ON CORPORATE GOVERNANCE 2012 CONTENTS Foreword Corporate Governance in Malaysia Corporate Governance Principles and Recommendations Principle 1: Establish clear roles and responsibilities Principle 2: Strengthen composition Principle 3: Reinforce independence Principle 4: Foster commitment Principle 5: Uphold integrity in financial reporting Principle 6: Recognise and manage risks Principle 7: Ensure timely and high quality disclosure Principle 8: Strengthen relationship between company and shareholders Table 1: Comparison between the MCCG 2012 and the 2007 Code 1 FOREWORD By TAN SRI ZARINAH ANWAR Chairman, Securities Commission Malaysia The Securities Commission Malaysia (SC) had in July 2011 released the Corporate Governance Blueprint 2011 (Blueprint) which sets out the desired corporate governance landscape going forward. The essence of the Blueprint is to achieve excellence in corporate governance through strengthening self and market discipline and promoting good compliance and corporate governance culture. Boards and shareholders must embrace the understanding that good business is not just about achieving the desired financial bottom line by being competitive, but by also being ethical and sustainable. The Malaysian Code on Corporate Governance (Code), first issued in March 2000, marked a significant milestone in corporate governance reform in Malaysia. The Code was later revised in 2007 (2007 Code) to strengthen the roles and responsibilities of the board of directors...
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...Corporate Governance refers to the way an organization is directed, administrated or controlled. It includes the set of rules and regulations that affect the manager’s decision and contribute to the way company is perceived by the current and potential stakeholders. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation such as; boards, managers, shareholders and other stakeholders and spells out the rules and procedures and also decision making assistance on corporate affairs. By doing this, italso provides the structure through which the company’s objectives are set and the means of obtaining those objectives and monitoring performance. Corporate governance may be the ways of bringing the interests of investors and managers into line and ensuring that firms are run for the benefit of investors. Given the state of the economy of Pakistan in 2010, troubled as it is; ideally it would be more desirable to look at the governance issues at macro level for Pakistan. As a famous economist, Dr Shahid Javaid Burki- a long observer of Pakistan’s economy has recently stated “Pakistan can generate a greater bounce in its economy than India by creating better governance. It has occurred before in the country’s difficult economic history and could happen again.” (Improved Governance: Dawn, 12th, October 2010). However, as a starting point , in this paper we look at closely the governanceissues for the...
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...and ethical lapses have heightened people, press, and investor security of companies, creating demand for a corporate culture of integrity driven performance and a new corporate transparency. Management and boards now feel compelled to ensure that proper governance processes are in place to protect corporate reputation, brand image and share holder value. According to Pricewaterhouse Cooper’s 8th Annual global CEO survey (Dec 2004), 50% of retail industry CEOs believe that there is a strong relationship among all elements of GRC (governance, risk and compliance) and that effective governance can be a value driver and a benefit versus a cost, to their companies. Effective corporate governance requires management and board involvement, accountability, embracing the processes, compliance, and structure required to direct and manage the affairs of a corporation. Its overall goal is to ensure the financial viability to the enterprise and enhance share holder value. For the retail and customer industry, globalization, which entails multinational operations, various financial reporting systems, and complex supply chain with wholesalers, distributors, and multiple types of retailers, not to mention multiple brand portfolios, and various types of outlets, provides significant rationales for management and boards to develop an effective GRC program. Successful corporate governance depends largely on trade-off among the various conflicting interest groups like government, society, inventors...
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