...1.0 Introductions 2.0 Literature review 3.0 Background and history of Development CG The term of corporate governance not just been introduced but it also drew attention of the public about the weaknesses of Malaysian corporate governance practice due to the Asian Financial Crisis in 1997. After 1998, the government of Malaysia decided to adopt the corporate reforms to enhance the quality of good corporate governance practice in the country. The main sources of the Corporate Governance reforms agenda in Malaysia other than Malaysian Code on Corporate governance are the Capital Market Master Plan (CMP) and also Financial Sector Master Plan (FSMP). This sources provides guidelines on the principles and best practices in corporate governance and the direction for the implementation as well as charts for the future prospects of corporate governance in Malaysia. Malaysian Code on Corporate Governance is an initiative that established by the Financial Committee on Corporate in 1998. This committee is consists of both government and also industry. MCCG was introduced on March 2000. This code brought a systematical change in structure of public and also private corporation. The principles underlying the report focus on four areas which are board of directors, directors’s remuneration, shareholders and accountability and audit. Compliance with the code is not mandatory. However, the listed companies in Bursa Malaysia are required to prepare their annual report on how they have...
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...Code of Corporate Governance – A Critical Comparison between Bangladesh and Malaysia James Bakul Sarkar Assistant Professor in Accounting and MBA Coordinator Faculty of Business ASA University Bangladesh E-mail: jamssarkar@yahoo.com Mob: 0171-6599599 Dewan Muhammad Nur A Yazdani Lecturer in Marketing Faculty of Business ASA University Bangladesh E-mail: dewanm@hotmail.com Mob: 0172-7681817 Md. Abdul Mannan Assistant Professor Department of Business Administration Stamford University Bangladesh Mob:0171-6418892 Code of corporate governance – A critical comparison between Bangladesh and Malaysia Abstract: Corporate governance is the way in which the corporate entities are governed. The question is: Who will determine the way- the entity itself or the regulator. Different stakeholders with quite diversified interests have stakes (interests) in the operation of business. Consequently, the business entity should not be allowed to operate in every respect in the way it likes; the regulators should come forward to impose certain restrictions and principles on the corporate affairs to upkeep the best interests of stakeholders like investors, creditors and after all the capital market. Such restrictions and principles can be termed as Code...
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...1.0 INTRODUCTION ........1 2.0 WHAT IS CORPORATE GOVERNANCE 2 3.0 CORPORATE GOVERNANCE THEORIES…………………….……………..........3 3.1 Fundamental corporate governance theories……………………..……………….3 3.1.1. Agency Theory………………………………………………………………3 3.1.2. Stewardship Theory…………………………………………………………4 3.1.3. Stakeholder Theory………………………………………………………….4 3.1.4. Transaction Cost Theory…………………………………………………….4 3.1.5. Political Theory……………………………………………………….……..5 4.0 NEED FOR CORPORATE GOVERNANCE………….……………………………..5 5.0 PILLARS OF GOOD CORPORATE GOVERNANCE…….......……………………7 5.1 Leadership…………………………………………………………………...…….7 5.2 Appointments to the board…………………………………….…………………..7 5.3 Strategy & values………………………………………………………………….7 5.4 Structure & Organisation………….....……………………………………………8 5.5 Corporate performance……………………………………………………..……..8 5.6 Corporate compliance……………………………………………………………..8 5.7 Corporate communication………...……………………………………………….8 6.0 OVERVIEW OF DEVELOMENTS IN CORPORATE GOVERNANCE………..….8 6.1 Global Initiatives……………………..……………………………………………8 6.2 Corporate Governance in Kenya……………………………………..……………9 7.0 IRRESISTABLE CASE FOR CORPORATE GOVERNANCE………………........11 8.0 CONCLUSION………………………………………………………………………11 REFERENCES………………………………………………………………………..…12 1.0 INTRODUCTION In today’s environment corporate Governance is not a luxury but a dire necessity...
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...Review Volume 15 Issue 1 Special Issue: Comparative Corporate Governance 7-1-2003 Article 13 Corporate Governance in Malaysia Kamini Singam Recommended Citation Singam, Kamini (2003) "Corporate Governance in Malaysia," Bond Law Review: Vol. 15: Iss. 1, Article 13. Available at: http://epublications.bond.edu.au/blr/vol15/iss1/13 This Article is brought to you by the Faculty of Law at ePublications@bond. It has been accepted for inclusion in Bond Law Review by an authorized administrator of ePublications@bond. For more information, please contact Bond University's Repository Coordinator. Corporate Governance in Malaysia Abstract This article examines the corporate governance system in Malaysia. A sound corporate governance system should help create an environment conducive to the efficient and sustainable growth in the Malaysian corporate sector. Since the Southeast Asian financial crisis in 1997 – 98 (‘financial crisis’), corporate governance has become a key policy issue confronting many Southeast Asian countries, including Malaysia. This article considers the distinctive problems of corporate governance in Malaysia, despite several steps for reform that have taken place since the financial crisis. There will be a brief discussion on the meaning of corporate governance and an overview of the present status of corporate governance in Malaysia, in particular after the financial crisis. Keywords corporate governance, Malaysia, Southeast Asian financial crisis ...
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...corporation is and defining corporate behavior becomes the starting point. First a corporation is defined as “an association of individuals, created by law and having an existence apart from that of its members as well as distinct and inherent powers and liabilities (Webster Dictionary).” Although made up of people, being separate or apart from its members also equals unaccountability. The question of “who pays when a company goes under” is at the forefront of discussions today. Corporations are developed to serve society, meet a need or provide a service. Over the years, however, the good intentioned corporation has evolved into a greed machine that has lost site of the community that it serves and the people employed who ultimately perform the work. The steady parade of top executives confessing to engage in price gouging, tax dodges, accounting shams, employee rip-offs, and other shady unacceptable acts are coming to light daily. Unethical and illegal practices are documented from the RJR Nabisco scandals in 1988 to today’s Enron, WorldCom, Merrill Lynch, Arthur Anderson, Xerox, and endless other corporations. The world realizes now that corporate greed is not about one-bad company, but large companies in general that have adopted unacceptable guidelines for corporate behavior and an overall attitude that greed is acceptable. The bottom line, insatiable need for growth, amoral corporate behavior, expendable and exploitation of employees, and the corporate culture of classes have...
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...What is Corporate Governance?Corporate Governance refers to the way a corporation is governed. It is the technique by which companies are directed and managed. It means carrying the business as per the stakeholders’ desires. 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.Corporate Governance is the interaction between various participants (shareholders, board of directors, and company’s management) in shaping corporation’s performance and the way it is proceeding towards. The relationship between the owners and the managers in an organization must be healthy and there should be no conflict between the two. The owners must see that individual’s actual performance is according to the standard performance. These dimensions of corporate governance should not be overlooked. | Corporate Governance deals with the manner the providers of finance guarantee themselves of getting a fair return on their investment. Corporate Governance clearly distinguishes between the owners and the managers. The managers are the deciding authority. In modern corporations, the functions/ tasks of owners and managers should be clearly defined, rather, harmonizing. Corporate Governance deals with determining ways to take effective strategic decisions. It gives ultimate authority and complete responsibility to the Board of Directors. In today’s...
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...due to fraud. Various academic theories surrounding corporate governance will be explored (agency; stewardship and stakeholder) in examining the investor protection framework within the banking industry. Peter Gourevitch argues that various differing corporate governance models exists globally as a result of differing political climates which shape the rules and regulations that make up a country’s corporate governance model. Erik Berglof and Stijn Claessens argue that enforcement is the key to good corporate governance. However, enforcement is a result of a country’s political system which ultimately decides on the framework for regulation and enforcement. Peter Mulbert discusses corporate governance of banks in a principal-agent framework and that the corporate governance of a bank differs from those of a regular firm. This is contrasted with T.G. Arun and J.D. Turner’s discussion of corporate governance of banks in developing economies. Rafael La Porta et al. in their paper “Investor protection and corporate governance” argue that “that the legal approach is a more fruitful way to understand corporate governance and its reform than the conventional distinction between bank-centered and market-centered financial systems.” They continue to argue in their paper “Law and Finance” that investor protection are usually strongest in common-law based countries as compared to civil-law based countries within a corporate governance framework. This literature review provides...
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...49The term ‘Clause 49’ refers to clause number 49 of the Listing Agreement between a company and the Stock Exchanges on which it is listed. The Listing Agreement is identical for all Indian Stock Exchanges, including the NSE and BSE. This clause is a recent addition to the Listing Agreement and was inserted as late as 2000 consequent to the recommendations of the Kumar Mangalam Birla Committee on CG constituted by SEBI in 1999. Clause 49, when it was first added, was intended to introduce some basic CG practices in Indian companies and brought in a number of key changes in governance and disclosures (many of which we take for granted today). In late 2002, the SEBI constituted the Narayana Murthy Committee to “assess the adequacy of current corporate governance practices and to suggest improvements.” Based on the recommendations of this committee, SEBI issued a modified Clause 49 on October 29, 2004 (the ‘revised Clause 49’) which...
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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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...agency theory? Write down the role of corporate governance in resolving the issue: Solution: Agency Theory: Agency theory shows an association among principal and agent. In this relationship a principal appoint an agent who executes duties on the behalf of principal. Principal gave some sort of power to the agent of making decisions along by keeping in mind his owners interest. Mainly agency theory solves the following two problems: a. Intention of principal and agent are in spar. b. Acceptance of risk from both points of views. Corporate Governance: Corporate governance offer law and regulations, policies and practice to supervise and organize the organizations. They present policies and directions in a proper way that can express the objectives of the organization and its stakeholders. Agency Theory and Corporate Governance: Mainly corporate governance starts with the concept of agency theory. Every person within the association and exterior of it go behind these policies to evade risk and clashes. Corporate governance offer rules and instructions and also classifies responsibilities and rights and duties of stakeholders of an organization. We conclude that corporate governance and agency theory go next to with each other. Role of Corporate Governance: Role of corporate governance in issue resolving is as...
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...Table of Contents 1. TITLE PAGE 4 EXECUTIVE SUMMARY 6 3. INTRODUCTION: 6 4. CONTEXT OF THE COMPANY: 7 5. WHAT IS CORPORATE GOVERNANCE: 8 6. THE PURPOSE AND BENEFIT OF GOOD GOVERNANCE: 8 7. GUIDING PRINCIPLES OF GOOD GOVERANCE: 9 8. REVIEW OF REPUBLIC BANK LIMITED’S CORPORATE GOVERNANCE: 9 8.1 Organisation Structure: 10 8.2 Republic Bank Limited’s Core Values: 11 8.3 Republic Bank Limited’s Code of Conduct and Ethics: 12 8.4 Corporate Social Responsibility (CSR) in Republic Bank Limited: 12 8.5 Policies and Procedures in Republic Bank Limited: 13 9. CONCLUSION: 13 10. RECOMMENDATION: 14 -15 11. REFERENCES: 16 12. APPENDICES: 17 Appendix I 17 Appendix II 18 Appendix III 19 - 20 Appendix IV 21 - 22 Appendix V 23 TO: THE CHAIRMAN, REPUBLIC BANK LIMITED FROM: CONSULTANT DATE: 03RD MARCH, 2014 SUBJECT: IMPROVING CORPORATE GOVERANCE IN REPUBLIC BANK LIMITED 2. EXECUTIVE SUMMARY It has been established that Organisations need to have a Competitive Advantage to remain viable and profitable. In order to accomplish this, one (1) essential tool is good Corporate Governance. This paper first identifies what good Corporate Governance entails then reviews the Corporate Governance process of Republic Bank Limited (a local banking organisation) utilising the tools, concepts and theories of the governance process identified. Some recommendations have been made to further enhance what the bank currently practices. 3. INTRODUCTION: The extent...
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...The United States imposes one of the highest federal corporate income taxes in the world, enticing corporations to outsource where more favorable tax rates lie. Will lowering this corporate tax rate help bring back those jobs to the U.S. and decrease the growing unemployment rate? Some argue yes, while other experts say no. While we argue both sides of this topic, the goal of this paper is to leave you, the reader, with enough facts to form your own opinions to the above question. How The Income Tax Came To Be In order to learn how the current corporate tax rates came to exist, we must first look at the history of the income tax. Although the Revenue Act of 1894 established the principle of taxing corporations separate from their owners, a federal tax on corporate income was never imposed until 1909. The Revenue Act levied a 2% income tax on any incomes totaling more than $4000 in order to make up the lost federal revenue (Dierdrich 2011). In the next year, the U.S. Supreme Court deemed the Act unconstitutional saying it was not allocated according to the population size of each state. How did Congress work around this? With the same principles in mind that lie within the Revenue Act of 1894, Congress passed the Corporation Excise Tax Act in 1909 (2013). Apart from its predecessor, this Act imposed a 1% tax on corporate income totaling more than $5000 (Tax Foundation 2013); however, it wasn’t until 1913 and the creation of the 16th amendment, which allows Congress to levy...
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...CORPORATE GOVERNANCE A system of checks and balances between the Board, Management and Investors to produce an efficiently functioning the corporation, ideally geared to produce long term value. ISSUES IN CORPORATE GOVERNANCE * Asymmetry of power * Asymmetry of information * Interests of shareholders as residual owners * Role of owner management * Theory of separation of powers * Division of corporate pie among stakeholders CURRENT STATUS ON CORPORATE GOVERNANCE * Insistence on forms and structures * Overarching regulations * Regulatory overkill * Lack of adequate number of strong, independent directors * Large liabilities for companies and officers Scope of Corporate Governance * “Corporate Governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The 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 interest of individuals, corporations and society. * The foundation of any structure of corporate governance is disclosure. Openness is the basis of public confidence in the corporate system and funds will flow to centers of economic activity that inspire trust.” -Sir Adrian Cadbury. * “Shareholders role in governance is to appoint the directors and the auditors. Poor corporate governance has ruined companies...
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...School of Business Assignment Cover Sheet School of Business Assignment Cover Sheet STUDENT INFORMATION STUDENT ID | 30106245 | SURNAME | BANDRADDI | PHONE NO. | 0414985393 | GIVEN NAMES | VINOD KUMAR | E-MAIL | Vinod887@hotmail.com | Instructions for submission are found in the unit description. Assignments with Cover Sheets not signed at the bottom will be returned unmarked and may then incur a penalty for late submission. ASSESSMENT INFORMATION UNIT NAME | Corporate Law | UNIT CODE | BULAW5915 | ASSIGNMENT DETAILS (title) | Assignment On Corporate Governance | LECTURER / TUTOR’S NAME | Anwar Chowdhury | Campus / Provider | University of Ballarat, Sydney | DUE DATE | 18th May,2012 | SUBMITTED ON | 18th May,2012 | PLAGIARISM The School of Business and the University regards as a very serious matter the action of a student who acts dishonestly or improperly, including plagiarism or cheating, in connection with his or her academic work. Under University Regulation 6.1.1 “Plagiarism” is defined as “…the presentation of the works of another person / other persons as though they are one's own by failing to properly acknowledge that person / those persons”. Plagiarism may take many forms including: * direct copying of sentences, paragraphs or other extracts from someone else’s published work (including on the Internet and in software) without acknowledging the source; * paraphrasing someone else’s words without acknowledging...
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...CORPORATE GOVERNANCE 1 CORPORATE GOVERNANCE We can attribute societies demand for improved corporate governance on the number of recent financial scandals that have occurred in both the United States and abroad in the past decade. For many organizations, the way to rebuild shareholder confidence was to implement a fundamental framework of procedures that would ensure scandals like Enron, WorldCom and Tyco would not occur in the future. It is precisely these scandals that made corporate governance the focus of organizations worldwide. Corporate governance is defined as the principles and processes that provide the strategies on how an organization directs and obtains its goals, the oversight process for implementing effective accountability from its directors and managers (Rittenberg, Johnstone, & Gramling, 2012). What are two of the principles that surround corporate governance? How do they tie into the recent legislation that was put into place to resolve ethical challenges and changes within the last decade? Two principles that surround corporate governance include “successful management and ethical corporate culture and independence and objectivity” (Creel, 2013). It is management’s responsibility to create a culture of “integrity and ethical behavior” (Rittenberg, Johnstone, & Gramling, 2012). In addition, it is imperative for board members to maintain their objectivity and their judgment must remain independent and in the best interest of its stakeholders. Corporate...
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