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Business Environment




                    Notes

                                     Notes       Corporate Governance Performance of the Firm

                                     In its 'Global Investor Opinion Survey' of over 200 institutional investors first undertaken
                                     in 2000 and updated in 2002, McKinsey & Co. found that 80% of the respondents would pay
                                     a premium for well-governed companies. They defined a well-governed company as one
                                     that had mostly external directors with no management ties, undertook formal evaluation
                                     of its directors, and was responsive to investors' requests for information on governance
                                     issues. The size of the premium varied by market, from 11% for Canadian companies, to
                                     around 40% for companies where the regulatory backdrop was least certain. The Basel
                                     Committee has issued several papers on corporate governance, in which the importance
                                     of corporate governance is emphasised. These papers suggested the following practices to
                                     avoid  governance  problems  in  banking  organizations,  and  are  applicable  to  all
                                     organizations:

                                     1.   Establishing strategic objectives, setting up corporate values, and communicating
                                          them across the banking organization.
                                     2.   Setting up and enforcing a clear line of authority and responsibility.
                                     3.   Ensuring that the board members are well qualified and not subject to pressure.

                                     4.   Ensuring  that  the  board  has a  clear  understanding  of  their  role  in  corporate
                                          governance.
                                     5.   Ensuring that there is appropriate overseeing by the senior management.

                                     6.   Effectively utilising the work done by internal and external auditors, in recognition
                                          of the important control function they provide.
                                     7.   Ensuring that the compensation approaches are consistent with the organization's
                                          ethical values, objectives, strategy, and control environment.

                                   7.6.4  Corporate Governance in India

                                   In India, corporate governance has matured well and today we have the privilege of the New
                                   York Stock Exchange citing Infosys Technologies, an Indian company, as a role model regarding
                                   disclosure of information to shareholders. Good corporate governance is good business because
                                   it inspires  investors confidence,  which  is essential in attracting capital. In India corporate
                                   governance is not a new concept. The roots of Indian working ethos lie in values. India has never
                                   judged an individual's esteem according to his wealth and power, but has always valued his
                                   virtue, learning  and character.  Even  Kautilya's  Arthashashtra holds opinion  on  corporate
                                   governance, wherein he states:

                                   "Only if a king himself is energetically active, do his officers follow him energetically. If he is
                                   sluggish, they too remain sluggish. And besides, they eat up his works. His enemies thereby
                                   easily overpower him. Therefore, he should dedicate himself energetically to activity. The vow
                                   of  the king  is  energetic  activity,  his  sacrifice  is  constituted of  the  discharge  of  his  own
                                   administrative duties; his sacrificial fee (to the officiating priest) is his impartiality of attitude
                                   towards all; his sacrificial consecration is his anointment as king". (Arthshastra 8.2)
                                   It is thus put forth quite obvious that Indians used to believe in high moral and social standards.
                                   In modern times Mahatma Gandhi gave the principle of "Trusteeship" which can be an ideal of
                                   corporate governance. Gandhi said that an entrepreneur is a trustee of the organization and of
                                   its employees and he should look after the organization and employees as their trustees.





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