Podcast
Questions and Answers
What is the primary aim of the principle of fairness in corporate governance?
What is the primary aim of the principle of fairness in corporate governance?
- To protect the interests of top management over shareholders.
- To prioritize the company's financial performance above shareholder rights.
- To ensure that all shareholders are given equal treatment and can voice grievances. (correct)
- To limit shareholder involvement in company decisions.
How does independence contribute to corporate governance?
How does independence contribute to corporate governance?
- By allowing shareholders to dominate decision processes.
- By enforcing strict regulations on shareholder participation.
- By encouraging personal interests to influence decision-making.
- By ensuring that decisions are made freely without undue influence. (correct)
Which of the following statements best describes social responsibility within corporate governance?
Which of the following statements best describes social responsibility within corporate governance?
- It solely requires compliance with financial regulations.
- It focuses entirely on shareholder profit maximization.
- It dictates that companies should not engage in community enhancement efforts.
- It involves addressing social issues and creating a positive corporate image. (correct)
Which principle emphasizes the need for accurate and timely information disclosure?
Which principle emphasizes the need for accurate and timely information disclosure?
What is one way corporate governance has evolved over time?
What is one way corporate governance has evolved over time?
What is one of the benefits of strong corporate governance?
What is one of the benefits of strong corporate governance?
Which principle of corporate governance involves being answerable for one’s actions?
Which principle of corporate governance involves being answerable for one’s actions?
How does corporate governance impact capital costs?
How does corporate governance impact capital costs?
What role does transparency play in corporate governance?
What role does transparency play in corporate governance?
Why is a robust whistleblower protection policy important in corporate governance?
Why is a robust whistleblower protection policy important in corporate governance?
What effect does good corporate governance have on share prices?
What effect does good corporate governance have on share prices?
What is one characteristic of organizations with strong corporate governance?
What is one characteristic of organizations with strong corporate governance?
What is the effect of corporate governance on attracting new investors?
What is the effect of corporate governance on attracting new investors?
What fundamental process does Corporate Governance involve?
What fundamental process does Corporate Governance involve?
Which entities are primarily responsible for appointing directors and auditors in Corporate Governance?
Which entities are primarily responsible for appointing directors and auditors in Corporate Governance?
What recent governance issue did SolarWave Ltd. face?
What recent governance issue did SolarWave Ltd. face?
Which of the following is NOT a component of Corporate Governance?
Which of the following is NOT a component of Corporate Governance?
What triggered the internal audit at SolarWave Ltd.?
What triggered the internal audit at SolarWave Ltd.?
What is a key duty of the Board of Directors in Corporate Governance?
What is a key duty of the Board of Directors in Corporate Governance?
In which type of organizations does Corporate Governance apply?
In which type of organizations does Corporate Governance apply?
What aspect of management does Corporate Governance ensure adherence to?
What aspect of management does Corporate Governance ensure adherence to?
What was the primary function of the 'defeat device' installed in Volkswagen diesel engines?
What was the primary function of the 'defeat device' installed in Volkswagen diesel engines?
What was one major implication of the Volkswagen emissions scandal?
What was one major implication of the Volkswagen emissions scandal?
Which organization uncovered the defeat devices in Volkswagen's diesel engines?
Which organization uncovered the defeat devices in Volkswagen's diesel engines?
In the context of corporate governance, what is essential for preventing misconduct?
In the context of corporate governance, what is essential for preventing misconduct?
How did Volkswagen's actions primarily violate environmental laws?
How did Volkswagen's actions primarily violate environmental laws?
What does corporate governance primarily involve?
What does corporate governance primarily involve?
What aspect does corporate governance NOT commonly include?
What aspect does corporate governance NOT commonly include?
What was identified as lacking in Volkswagen's top management regarding the emissions scandal?
What was identified as lacking in Volkswagen's top management regarding the emissions scandal?
What was a primary reason for the financial scandals that emerged in the 1980s and 1990s?
What was a primary reason for the financial scandals that emerged in the 1980s and 1990s?
Which committee was established first in the evolution of corporate governance in India?
Which committee was established first in the evolution of corporate governance in India?
Which act was introduced by the US federal government in response to corporate scandals?
Which act was introduced by the US federal government in response to corporate scandals?
What was the focus of the Greenbury Committee's investigation in 1995?
What was the focus of the Greenbury Committee's investigation in 1995?
Which report emphasized the management of laws and practices in corporate governance in India?
Which report emphasized the management of laws and practices in corporate governance in India?
Which company was involved in a notable financial scandal for misusing powers?
Which company was involved in a notable financial scandal for misusing powers?
What was the name of the first formal regulatory framework for corporate governance established by SEBI in India?
What was the name of the first formal regulatory framework for corporate governance established by SEBI in India?
What did the Cadbury Committee report in 1992 primarily address?
What did the Cadbury Committee report in 1992 primarily address?
What is the minimum paid-up share capital for companies to which the Kumar Mangalam Birla Committee recommendations apply?
What is the minimum paid-up share capital for companies to which the Kumar Mangalam Birla Committee recommendations apply?
What is the required composition of the audit committee as per the Kumar Mangalam Birla Committee?
What is the required composition of the audit committee as per the Kumar Mangalam Birla Committee?
How frequently should the Board hold meetings according to the recommendations?
How frequently should the Board hold meetings according to the recommendations?
What limitation is placed on directors concerning committee memberships?
What limitation is placed on directors concerning committee memberships?
What must be included in the management discussion and analysis report?
What must be included in the management discussion and analysis report?
What is one of the roles of the Ministry of Corporate Affairs (MCA)?
What is one of the roles of the Ministry of Corporate Affairs (MCA)?
What does the Companies Act, 2013 stipulate regarding financial statements?
What does the Companies Act, 2013 stipulate regarding financial statements?
Which organization is responsible for establishing accounting standards in India?
Which organization is responsible for establishing accounting standards in India?
Flashcards
Volkswagen Emission Scandal
Volkswagen Emission Scandal
Volkswagen installed software to manipulate emissions tests, making their cars appear compliant but emitting far higher than legal NOx levels.
Corporate Governance
Corporate Governance
Formal rules, procedures, and practices that direct and manage companies.
Defeat Device
Defeat Device
Software installed to bypass emissions standards during testing, allowing for higher actual emissions during normal driving.
Compliance Failure
Compliance Failure
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Ethical Leadership
Ethical Leadership
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Reputation Damage
Reputation Damage
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Internal Control Environment
Internal Control Environment
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Stakeholder Impact
Stakeholder Impact
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Stakeholder
Stakeholder
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Board of Directors
Board of Directors
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Shareholders
Shareholders
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Corporate Social Responsibility
Corporate Social Responsibility
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Internal Control
Internal Control
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Whistleblower
Whistleblower
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Stakeholder Responsibility
Stakeholder Responsibility
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Transparency in Reporting
Transparency in Reporting
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Whistleblower Protection
Whistleblower Protection
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Accountability in Corporate Governance
Accountability in Corporate Governance
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How does good governance affect a company's share price?
How does good governance affect a company's share price?
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What's the benefit of robust internal controls?
What's the benefit of robust internal controls?
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How does good governance attract new investors?
How does good governance attract new investors?
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Transparency in Corporate Governance
Transparency in Corporate Governance
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Fairness in Corporate Governance
Fairness in Corporate Governance
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Independence in Corporate Governance
Independence in Corporate Governance
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Social Responsibility in Corporate Governance
Social Responsibility in Corporate Governance
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Corporate Governance and Minority Shareholders
Corporate Governance and Minority Shareholders
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Cadbury Committee
Cadbury Committee
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Greenbury Committee
Greenbury Committee
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Vienot Report
Vienot Report
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The King Report
The King Report
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Sarbanes-Oxley Act (SOA)
Sarbanes-Oxley Act (SOA)
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Clause 49
Clause 49
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Naresh Chandra Committee
Naresh Chandra Committee
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CII (Chamber of Indian Industries)
CII (Chamber of Indian Industries)
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Kumar Mangalam Birla Committee
Kumar Mangalam Birla Committee
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Board Composition
Board Composition
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Audit Committee
Audit Committee
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Remuneration Committee
Remuneration Committee
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Board Meeting Frequency
Board Meeting Frequency
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Director Committee Limits
Director Committee Limits
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Management Discussion & Analysis Report
Management Discussion & Analysis Report
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Shareholder Information
Shareholder Information
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Study Notes
Introduction to Corporate Governance and Business Ethics
- Corporate governance is a continuous process of applying best management practices to ensure laws are followed and ethical standards are met
- It includes policies and rules that maintain strong relationships between owners (shareholders), the board of directors, management, employees, customers, government, and suppliers, applicable to all organizations.
- Stakeholder interests (shareholders, senior management, customers, suppliers, lenders, government, and the community) are balanced in corporate governance.
- Corporate governance includes principles of accountability, transparency, fairness, independence, and social responsibility.
Volkswagen Emission Scandal
- In September 2015, the EPA issued a notice of violation of the Clean Air Act to Volkswagen for installing a "defeat device" in diesel engines to manipulate emissions.
- The defeat device software detected emissions tests and activated full emission controls during testing.
- In normal driving, this software decreased the effectiveness of the emission controls, resulting in significantly higher NOx emissions (up to 40 times the legal limit).
- The issue was discovered by the International Council on Clean Transportation (ICCT) and West Virginia University researchers.
Implications of the Scandal
- Failure to meet unrealistic targets caused the compliance issues
- Lack of oversight of the board and top management is a crucial factor for effective governance
- Proper governance mechanisms need to be robust
- Regulatory compliance and ethical leadership are important
- Reporting misconduct is necessary
- All stakeholders (affected parties) are influenced by the implications of the scandal.
What is Corporate Governance?
- A system of structuring, operating, and controlling a company.
- Includes processes for decision-making and implementation
- Includes establishing and continuously monitoring policies.
- Includes environmental awareness, ethical behavior, corporate strategy, compensation, and risk management.
- Includes social and institutional aspects.
- It takes into account interests of shareholders, the board of directors, management, employees, and customers.
- It must have a moral, ethical, or value framework for making decisions.
SolarWave Ltd. Case Study
- In 2023, SolarWave Ltd. had a major governance issue
- The CFO embezzled company funds.
- The lack of stringent oversight by the board allowed the fraud to go undetected for over a year.
- An internal audit (prompted by a whistleblower) revealed financial discrepancies.
- The company promptly dismissed the CFO and took legal action.
- To prevent future issues, stricter financial controls, mandatory ethics training, and increased transparency in reporting were implemented.
Importance/Benefits of Corporate Governance
- Strong corporate governance builds investor confidence, allowing companies to raise capital effectively.
- It minimizes wastages, corruption, and risks from mismanagement.
- Lowering capital costs, increasing share prices, and improved market trust are other benefits.
- It provides a sustainable approach to business affairs and helps build a strong brand.
- It ensures that the organization is managed in a manner appropriate for all stakeholders.
Principles of Corporate Governance
- Accountability: Individuals are answerable for their actions; management to the board, and board to shareholders to build confidence.
- Transparency: Open communication about policies, practices, and decisions affecting shareholders creates trust and togetherness.
- Fairness: Shareholders have a platform to voice grievances and address issues with their rights, everyone treated equally.
- Independence: Leaders make free decisions without undue influence or personal gain, reducing conflicts of interest.
- Social Responsibility: Organizations are aware of social issues and take action, improving their reputation and brand.
Evolution of Corporate Governance
- Initially limited to listed companies and disclosure norms to protect investor rights, especially minority shareholders.
- It gained prominence during the 1980s and 1990s due to several financial scandals (e.g., Enron, WorldCom).
- Significant reports were written, defining the principles of corporate governance
- Further reports and acts (e.g. Cadbury Committee report, Greenbury Committee report, Sarbanes-Oxley Act, The King Reports, and Vienot Report) and various other reports strengthened governance practices.
- India has corporate governance initiatives driven by the Ministry of Corporate Affairs(MCA) and Securities and Exchange Board of India (SEBI).
- Rules from the Companies Act, 2013, SEBI guidelines, and other independent bodies like the ICAI and ICSI established corporate rules and compliance.
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