UNIT-7 International approaches to Corporate Governance "A poorly conceived [corporate governance] system can wreak havoc on the

economy by misallocating resources or failing to check opportunistic behaviours. But does corporate governance operate the same way in any economy? That has been a point of contention among academics and economists. Guillen writes that proponents of the so-called globalization thesis argue that cross-national patterns of corporate governance are converging or will converge on either the Anglo-Saxon shareholder-centered model found in the U.S. and the U.K., or some hybrid between the shareholder or stakeholder models typically found in Japan and Germany.

The shareholder-centered model used in America includes dispersed ownership, strong legal protection for shareholders and indifference to other stakeholders. The hybrid model combines features from both the shareholder and stakeholder models, defined by a less clear separation between dispersed ownership and managerial control. In other words, stakeholders have more influence over the operation of the company.

The Anglo-US Model/ Anglo American Model The Anglo-US model is characterized by share ownership of individual, and increasingly institutional, investors not affiliated with the corporation (known as outside shareholders or outsiders); a welldeveloped legal framework defining the rights and responsibilities of three key players, namely management, directors and shareholders; and a comparatively uncomplicated procedure for interaction between shareholder and corporation as well as among shareholders during or outside the AGM. The Anglo-US model, developed within the context of the free market economy, assumes the separation of ownership and control in most publicly-held corporations. This important legal distinction serves a valuable business and social purpose: investors contribute capital and maintain ownership in the enterprise, while generally avoiding legal liability for the acts of the corporation. Investors avoid legal liability by ceding to management control of the corporation, and paying management for acting as their agent by undertaking the affairs of the corporation. The cost of this separation of ownership and control is defined as agency costs. The board of directors of most corporations that follow the Anglo-US model includes both insiders and outsiders. An insider is as a person who is either employed by the corporation (an executive, manager or employee) or who has significant personal or business relationships with corporate management. An outsider is a person or institution which has no direct relationship with the corporation or corporate management.

The Japanese Model The Japanese model is characterized by a high level of stock ownership by affiliated banks and companies; a banking system characterized by strong, long-term links between bank and corporation; a legal, public policy and industrial policy framework designed to support and promote keiretsu (industrial groups

linked by trading relationships as well as cross-shareholdings of debt and equity); boards of directors composed almost solely of insiders; and a comparatively low (in some corporations, non-existent) level of input of outside shareholders, caused and exacerbated by complicated procedures for exercising shareholders votes. The Japanese system of Corporate governance is many sided, centering around a main bank and a financial/industrial network or keiretsu. The system of corporate governance heavily relies on trust and relationship oriented approach to corporate governance. Now CG isuues have become conspicuous in japan, which is becoming fully integrtade with international financial world.

German Model German model describes two boards with separate members. General CG system is generally regarded as standard example of an insider controlled ans stake holder oriented system. In this model of CG, shareholders elect 50% of the members of the supervisory board while the other 50% are appointed by the labour unions.

UK model It follows a single tier system (unitary board model) of CG based on individualism, competition and a belief in market oriented capitalism. Key players in this model are institutional investors, particularly the big insurance companies and pension funds.

Indian Model It is amalgam of Anglo-American and German models. In the indian model the pattern of companies is mostly that of closely held or dominated by a family and associates. In respect of public enterprises, the central/state govt forms the board, and the hold of the govt continues to be dominant.

Employee Representation

Employee representation may be defined as the right of employees to seek a union or individual to represent them for the purpose of negotiating with management on such issues as wages, hours, benefits and working conditions. In the workplace, workers may be represented by trade union or other representatives:

on disciplinary and grievance matters; on works councils or other consultative bodies; for the collective bargaining of terms and conditions; for making workforce agreements;

on joint working groups.

Employee representation is rooted in the Member States labour laws on trade unions and the representation of workers at workplace and enterprise levels. It may encompass a range of issues concerning, for example, terms and conditions of employment, working practices, conduct at work, health and safety, and many others. It is most closely associated with trade unions, both at the macro-level of consultation/dialogue, which influences major issues of social and economic policy, and in collective bargaining, which determines pay and other terms and conditions of employment. It is also found in various forms of participation by workers, including works councils and enterprise committees. Collective employee representation was first made mandatory under certain conditions, but this requirement has broadened and deepened over time to arguably become an important principle of the national social model.

Employee representation or participation arises when employees are part of a formal structure for involving them in the decision-making process of an organisation. Of course all businesses communicate with their employees in some way everyday. However, there are some situations when the law requires this communication to take place. The law requires a business to consult with employees on things such as:

Redundancy programmes When employees are transferred from one employer to another (e.g. the sale of the business) On changes to pension arrangements Proposed changes to working time arrangements

In additional to the mandatory requirements for employee representation, there are several strong reasons why a business should have a formal system of employee representation. For example, to:

Make employees' views known to management Help strengthen both management's and employees' understanding of workplace issues and other matters affecting the business Help create an atmosphere of mutual trust between employees and management and therefore improve workplace relations

The main benefits and drawbacks of employee representation to a business include the follows: Advantages Increased empowerment and motivation of the workforce Disadvantages Time-consuming potentially slows decision-making

Employees become more committed to the objectives and strategy of the business Better decision-making because employee experience and insights taken into account Lower risk of industrial disputes

Conflicts between employer and employee interests may be a block to essential change Managers may feel their authority is being undermined

INTEREST GROUPS An interest group is an organization of people with similar policy goals that tries to influence the political process to try to achieve those goals. In so doing, interest groups try to influence every branch and every level of government. This multiplicity of policy arenas helps distinguish interest groups from political parties. Interest groups may also support candidates for office, but American interest groups do not run their own slate of candidates. Interest groups are often policy specialists, whereas parties are policy generalists. Thus, interest groups do not face the constraint imposed by trying to appeal to everyone (unlike political parties). Despite their importance to democratic government, interest groups traditionally have had a negative image in America. Even Madison's term faction was general enough to include both parties and groups. There is little doubt that honest lobbying outpaces dishonest lobbying by a wide margin. Ironically, many political scientists now believe that honest lobbying poses greater problems for democracy than dishonest lobbying. THEORIES OF INTEREST GROUP POLITICS Understanding the debate over whether honest lobbying creates problems requires an examination of three important theories: (1) pluralist theory argues that interest group activity brings representation to all as groups compete and counterbalance one another; (2) elite theory argues that a few groups (mostly the wealthy) have most of the power; (3) hyperpluralist theory asserts that too many groups are getting too much of what they want, resulting in a government policy that is often contradictory and lacking in direction. According to pluralist theory, groups win some and lose some, but no group wins or loses all the time. Pluralists do not deny that some groups are stronger than others or that competing interests do not always get an equal hearing, but they argue that lobbying is open to all and should not be regarded as a problem. No one group is likely to become too dominant, and all legitimate groups are able to affect public policy. Elite theorists maintain that real power is held by relatively few people, key groups, and institutions. Government is run by a few big interests looking out for themselves. Interest groups are extremely unequal in power; thus the preponderance of power held by elites means that pluralist theory does not accurately describe the reality of American politics. This chapter also explores hyperpluralism and interest group liberalism. Theodore Lowi coined the phrase interest group liberalism to refer to the government's excessive deference to groups. Interest group liberalism holds that virtually all pressure group demands are legitimate and that the job of the

government is to advance them all. In an effort to appease every interest, government agencies proliferate, conflicting regulations expand, programs multiply, and the budget skyrockets. Interest group liberalism is promoted by the network of sub governments (also known as iron triangles). These sub governments are composed of key interest groups interested in a particular policy, the government agency in charge of administering the policy, and the members of congressional committees and subcommittees handling the policy. Relations between groups and the government become too cozy. Hard choices about national policy rarely get made as the government tries to favor all groups, leading to policy paralysis. Hyperpluralist theorists often point to the government's contradictory tobacco-related policies as an example of interest group liberalism. WHAT MAKES AN INTEREST GROUP SUCCESSFUL? Many factors affect the success of an interest group, including the size of the group, the intensity, and its financial resources. Small groups actually have organizational advantages over large groups. A potential group is composed of all people who might be group members because they share some common interest. An actual group is composed of those in the potential group who choose to join. Groups vary enormously in the degree to which they enroll their potential membership. A collective good is something of value (such as clean air or a higher minimum wage) that cannot be withheld from a potential group member. Members of the potential group share in benefits that members of the actual group work to secure. The free-rider problem occurs when potential members decide not to join but to sit back and let other people do the work (from which they will nevertheless benefit). According to Olson's law of large groups, the bigger the group, the more serious the free-rider problem. The primary way for large potential groups to overcome Olson's law is to provide attractive benefits for only those who join the organization. Selective benefits are goods that a group can restrict to those who pay their yearly dues, such as information publications, travel discounts, and group insurance rates. One way a large potential group may be mobilized is through an issue that people feel intensely about, such as abortion. Both small and large groups enjoy a psychological advantage when intensity is involved. Politicians are more likely to listen when a group shows that it cares deeply about an issue, and many votes may be won or lost on a single issue. One of the biggest indictments of the interest group system is that it is biased toward the wealthy.

HOW GROUPS TRY TO SHAPE POLICY The three traditional strategies of interest groups are lobbying, electioneering, and litigation. In addition, groups have recently developed a variety of sophisticated techniques to appeal to the public for widespread support. Lobbyists are political persuaders who are the representatives of organized groups. They normally work in Washington, handling groups' legislative business. Although lobbyists primarily try to influence members of Congress, they can also be of help to them. For example, lobbyists are an important source of specialized information. Political scientists are not in agreement about the effectiveness of lobbying. Much evidence suggests that lobbyists' power over policy is often exaggerated, but plenty of evidence to the contrary suggests that lobbying can sometimes persuade legislators to support a certain policy. It is difficult to evaluate the specific effects of lobbying because it is hard to isolate its effects from other influences. Like campaigning, lobbying is directed primarily toward activating and reinforcing one's supporters.

Getting the right people into office or keeping them there is another key strategy of interest groups. Many groups therefore get involved in electioneering-aiding candidates financially and getting their members to support them. Political Action Committees (PACs) have provided a means for groups to participate in electioneering more than ever before. Today, litigation is often used if an interest group fails in Congress or gets only a vague piece of legislation. Environmental legislation, such as the Clean Air Act, typically includes written provisions allowing ordinary citizens to sue for enforcement. Possibly the most famous interest group victories in court were by civil rights groups in the 1950s. These groups won major victories in court cases concerning school desegregation, equal housing, and labor market equality. Consumer groups have also used suits against businesses and federal agencies as a means of enforcing consumer regulations. One tactic that lawyers employ to make the views of interest groups heard by the judiciary is the filing of amicus curiae ("friend of the court") briefs. A more direct judicial strategy employed by interest groups is the filing of class action lawsuits, which enable a group of people in a similar situation to combine their common grievances into a single suit. The practice of interest groups appealing to the public for support has a long tradition in American politics. Public opinion ultimately makes its way to policymakers, so interest groups carefully cultivate their public image. TYPES OF INTEREST GROUPS Political scientists loosely categorize interest groups into four main policy areas: some deal primarily with economic issues, others with issues of the environment, others with equality issues, and still others with the interests of all consumers. Economic groups are ultimately concerned with wages, prices, and profits. In the American economy, government does not directly determine these factors. More commonly, public policy in America has economic effects through regulations, tax advantages, subsidies and contracts, and international trade policy. Business, labor, and farmers all worry about government regulations. Every economic group wants to get its share of direct aid and government contracts. Environmental interests have exerted a great deal of influence on Congress and state legislatures. Group politics intensifies when two public interests clash, such as environmental protection and an ensured supply of energy. Equality interests are those groups representing minorities and women who make equal rights their main policy goal. Equality at the polls, in housing, on the job, in education, and in all other facets of American life has long been the dominant goal of African-American groups, the oldest of which is the National Association for the Advancement of Colored People (NAACP). The Nineteenth Amendment (1920) guaranteed women the right to vote, but other guarantees of equal protection for women remain absent from the Constitution. More recently, women's rights groups, such as the National Organization for Women (NOW), have lobbied for an end to sexual discrimination. Consumers and public interest lobbies (representing groups that champion causes or ideas "in the public interest") are organizations that seek a "collective good," by which everyone should be better offregardless of whether they joined in the lobbying. Consumer groups have won many legislative victories in recent years, including the creation in 1973 of the Consumer Product Safety Commission (authorized to regulate all consumer products and to ban particularly dangerous ones). Other public interest groups include groups that speak for those who cannot speak for themselves, such as children, animals, and the mentally ill; good-government groups such as Common Cause; religious groups; and environmental groups.

Political and Power Theories

Network Analysis: how relationships influence behaviour Social network analysis (SNA) is the methodical analysis of social networks. Social network analysis views social relationships in terms of network theory, consisting of nodes (representing individual actors within the network) and ties (which represent relationships between the individuals, such as friendship, kinship, organizational position, sexual relationships, etc.). These networks are often depicted in a social network diagram, where nodes are represented as points and ties are represented as lines.

Organizational network analysis is a method for studying communication[1] and socio-technical networks within a formal organization. It is a quantitative descriptive technique for creating statistical and graphical models of the people, tasks, groups, knowledge and resources of organizational systems. It is based on social network theory[2] and more specifically, dynamic network analysis. Core Assumptions and Statements Core: Network analysis (social network theory) is the study of how the social structure of relationships around a person, group, or organization affects beliefs or behaviors. Causal pressures are inherent in social structure. Network analysis is a set of methods for detecting and measuring the magnitude of the pressures. The axiom of every network approach is that reality should be primarily conceived and investigated from the view of the properties of relations between and within units instead of the properties of these units themselves. It is a relational approach. In social and communication science these units are social units: individuals, groups/ organizations and societies. Statements: Rogers characterizes a communication network as consisting of interconnected individuals who are linked by patterned communication flows (1986). A communication network analysis studies the interpersonal linkages created by the shearing of information

in the interpersonal communication structure (1986), that is, the network.

Network analysis within organizations Scope: In general, network analysis focuses on the relationships between people, instead of on characteristics of people. These relationships may comprise the feelings people have for each other, the exchange of information, or more tangible exchanges such as goods and money. By mapping these relationships, network analysis helps to uncover the emergent and informal communication patterns present in an organization, which may then be compared to the formal communication structures. These emergent patterns can be used to explain several organizational phenomena. For instance the place employees have in the communication network (as described by their relationships), influences their exposure to and control over information (Burt, 1992; Haythornthwaite, 1996). Since the patterns of relationships bring employees into contact with the attitudes and behaviors of other organizational members, these relationships may also help to explain why employees develop certain attitudes toward organizational events or job-related matters (theories that deal with these matters are called contagion theories, cf. Ibarra & Andrews, 1993; Burkhardt, 1994; Meyer, 1994; Feeley & Barnett, 1996; Pollock, Whitbred & Contractor, 2000). Recently there is a growing interest into why communication networks emerge and the effects of communication networks (Monge & Contractor, 2003). Also, there is a substantial amount of literature available on how networkdata gathered within organizations, can be analyzed (cf. Rice & Richards, 1985; Freeman, White & Romney, 1992; Wasserman & Faust, 1994; Scott, 2000). Applications: Network analysis techniques focus on the communication structure of an organization, which can be operationalized into various aspects. Structural features that can be distinguished and analyzed through the use of network analysis techniques are for example the (formal and informal) communication patterns in an organization or the identification of groups within an organization (cliques or functional groups). Also communication-related roles of employees can be determined (e.g., stars, gatekeepers, and isolates). Special attention may be given to specific aspects of communication patterns: communication channels and media used by employees, the relationship between information types and the resulting communication networks, and the amount and possibilities of bottom-up communication. Additional characteristics that could, in principle, be investigated using network analysis techniques are the communication load as perceived by employees, the communication styles used, and the effectiveness of the information flows. Conceptual Model (of a network society)

Stewardship theory and Stakeholder Theory

Tread way Commission

Blue Ribbon Committee

Blue Ribbon Committee was set up by the Securities and Exchange Commission (SEC), US, in 1998. In February 1999, the Committee published the Report on Improving the Effectiveness of Corporate Audit Committees (the Blue Ribbon Report). The recommendations of the Blue Ribbon Committee were adopted and declared to be mandatory by the NYSE, the American Stock Exchange (Amex), Nasdaq and the American Institute of Certified Public Accountants (AICPA). The recommendations are not mandatory for foreign issuers: these are subject to their own national laws. In February 1999, the Blue Ribbon Committee on Improving the Effectiveness of Corporate Auditing Committees released its Report which advances practical recommendations for enhancing audit committee oversight of corporate financial reporting. Since Generally Accepted Accounting Principles leave wide areas of discretion, "quality" financial reporting cannot be dictated by precise accounting rules and strictures. Therefore the recommendations focus on ways to improve the process by which the audit committee monitors how this unavoidable discretion is exercised by management and viewed and reviewed by the independent auditors. 10 recommendations made by Blue Ribbon Committee are: Members of the audit committee to be independent of the company Audit committee to be composed exclusively of non-executive directors Audit committee to consist of at least 3 members with specialist expertise in field of finance & accounting Audit committee to have a written charter Charter to be published at least every 3 years in a proxy statement External auditors to be accountable to board of directors & particularly to audit committee External auditors to report annually on their independence from the company Audit committee to discuss the quality of accounting principles with the external auditors Audit committee to produce a report on its activities Quarterly financial statements to undergo a crical review by external auditors.

Indian Experience- Corporate Governance and India (also refer hardcopy notes for details)

Imperatives of Corporate Governance in India There have been several major corporate governance initiatives launched in India since the mid1990s. The first was by the Confederation of Indian Industry (CII), Indias largest industry and business association, which came up with the first voluntary code of corporate governance in 1998. The second was by the SEBI, now enshrined as Clause 49 of the listing agreement. The third was the Naresh Chandra Committee, which submitted its report in 2002. The fourth was again by SEBI the Narayana Murthy Committee, which also submitted its report in 2002. Based on some of the recommendation of this committee, SEBI revised Clause 49 of the listing agreement in August 2003. Subsequently, SEBI withdrew the revised Clause 49 in December 2003, and currently, the original Clause 49 is in force

Recommendations of various committees on Corporate Governance in India CII Code recommendations (1997) 1. No need for German style two-tiered board. 2. For a listed company with turnover exceeding Rs 100 crores, if the chairman is also the MD, at least half of the board should be independent directors, else at least 30%. 3. No single person should hold directorships in more than 10 listed companies. 4. Non-executive directors should be competent and active and have clearly defined responsibilities like in the Audit committee. 5. Directors should be paid a commission not exceeding 1% (3%) of net profits for a company with(out) an MD over and above sitting fees. Stock options may be considered too. 6. Attendance record of directors should be made explicit at the time of re-appointment. Those with less than 50% attendance shouldnt be re-appointed. 7. Key information that must be presented to the board is listed in the code. 8. Audit Committee: Listed companies with turnover over Rs. 100 crores or paid-up capital of Rs. 20 crores should have an audit committee of at least three members, all non-executive, competent and willing to work more than other non-executive directors, with clear terms of reference and access to

all financial information in the company and should periodically interact with statutory auditors and internal auditors and assist the board in corporate accounting and reporting. 9. Reduction in number of nominee directors. FIs should withdraw nominee directors from companies with individual FI shareholding below 5% or total FI holding below 10%. Kumar Manglam Birla Committee (SEBI) recommendations (2000) 1. At least 50% non-executive members. 2. For a company with an executive Chairman, at least half of the board should be independent directors, else at least one-third. 3. Non-executive Chairman should have an office and be paid for job related expenses. 4. Maximum of 10 directorships and 5 chairmanships per person. 5. Audit Committee: A board must have an qualified and independent audit committee, of minimum 3 members, all non-executive, majority and chair independent with at least one having financial and accounting knowledge. Its chairman should attend AGM to answer shareholder queries. The committee should confer with key executives as necessary and the company secretary should be he seceretary of the committee. The committee should meet at least thrice a year -- one before finalization of annual accounts and one necessarily every six months with the quorum being the higher of two members or one-third of members with at least two independent directors. It should have access to information from any employee and can investigate any matter within its TOR, can seek outside legal/professional service as well as secure attendance of outside experts in meetings. It should act as the bridge between the board, statutory auditors and internal auditors with arranging powers and responsibilities. 6. Remuneration Committee: The remuneration committee should decide remuneration packages for executive directors. It should have at least 3 directors, all Nonexecutive and be chaired by an independent director. 7. The board should decide on the remuneration of non-executive directors and all remuneration information should be disclosed in annual report. 8. At least 4 board meetings a year with a maximum gap of 4 months between any 2 meetings. Minimum information available to boards stipulated.

Narayan Murthy committee (SEBI) recommendations (2003) 1. Training of board members suggested. 2. There shall be no nominee directors. All directors to be elected by shareholders with same responsibilities and accountabilities. 3. Non-executive director compensation to be fixed by board and ratified by shareholders and reported. Stock options should be vested at least a year after their retirement. Independent directors should be treated the same way as non-executive directors. 4. The board should be informed every quarter of business risk and risk management strategies. 5. Boards of subsidiaries should follow similar composition rules as that of parent and should have at least one independent directors of the parent company. 6. The Board report of a parent company should have access to minutes of board meeting in subsidiaries and should affirm reviewing its affairs. 7. Performance evaluation of non-executive directors by all his fellow Board members should inform a re-appointment decision.

8. While independent and non-executive directors should enjoy some protection from civil and criminal litigation, they may be held responsible of the legal compliance in the companys affairs. 9. Code of conduct for Board members and senior management and annual affirmation of compliance to it. Naresh Chandra Committee Recommendations (refer hard copy for details) The Naresh Chandra committee was appointed in August 2002 by the Department of Company Affairs (DCA) under the Ministry of Finance and Company Affairs to examine various corporate governance issues. The Committee submitted its report in December 2002. It made recommendations in two key aspects of corporate governance: financial and non-financial disclosures: and independent auditing and board oversight of management.

Accounting Standards and Corporate governance (Also Refer Hardcopy notes for further details)

The importance of good Corporate Governance has also been increasingly recognized for improving the firms competitiveness, better corporate performance and better relationship with all stakeholders , because of which the Indian Corporates have obliged to reform their principles of Governance . For that purpose, Indian companies will now be required to make more and more elaborate disclosures than have been making hitherto, for which they are also required to adhere to the uniform and proper accounting standards, as the standards reduce discretion, discrepancy and improves the utility of the disclosure.

Thus, the Corporate Governance is a system of accountability primarily directed towards the shareholders in addition to maximizing the shareholders welfare(2), where the debate on disclosure/ transparency issues of Corporate Governance eventually centres around the proper accounting standards, their practices and issues, as the application of accounting standards give a lot of confidence to the corporate management and the disclosure would be more effective and ensure the good Corporate Governance . Thus, the study of practices of accounting standards is an important and relevant issue of good Corporate Governance in the present environment, as the standards are viewed as a technical response to call for better financial accounting and reporting; or as a reflection of a societys changing expectations of corporate behavior and a vehicle in social and political monitoring and control of the enterprise In any country, the awareness and competitiveness among the corporates would be strengthened when they understand each other and compare their performance, for which the simple, understandable and comparable disclosure is an important instrument. The main objective of disclosure would be fulfilled and the utility of the disclosure towards good Corporate Governance would be improved when the disclosure is done on the basis of uniform and consistent accounting standards. Thus, the development and the practice of uniform accounting standards is an essential essence of Corporate Governance, for which various bodies have been thinking to strengthen the standards to make the Corporate Governance more effective in the context of the changing corporate environment and contributed their wisdom. The International Accounting Standards Board (lASB) is developing a single set of high-quality, understandable, and enforceable global accounting standards that require transparent and comparable information in general-purpose financial statements. In addition, IASB wants to encourage convergence in accounting standards of individual countries around the world.

The Institute of Chartered Accountants of India (ICAI), which is an Apex Body for the development of accountancy in India, has been working for the adoption and improvement of accounting standards. In order to frame the uniform accounting standards the ICAI became an associate member of International Accounting Standards Committee (IASC) in April, 1974. Recognizing the need to hormonise the diverse accounting practices prevalent in India and to integrate them with the global practices, the Accounting Standards Board (ASB) was constituted in April 1977 by ICAI.

The Accounting Standards guide the management in preparation and presentation of financial statements within the permissible assumptions and make disclosures thereof. In short, the Accounting Standards insist on transparency Say What You Do And Do What You Say and if correctly interpreted and applied it would go a long way in securing the interests of investors and other stakeholders CH-8 (additional notes) Corporate Disclosure and transparency The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company.

A. Disclosure should include, but not be limited to, material information on: 1. The financial and operating results of the company. 2. Company objectives. 3. Major share ownership and voting rights. 4. Remuneration policy for members of the board and key executives, and information about board members, including their qualifications, the selection process, other company directorships, and whether they are regarded as independent by the board 5. Related party transactions 6. Material foreseeable risk factors. 7. Material issues regarding employees and other stakeholders. 8. Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented. Most of this information is routinely disclosed by the company to its shareholders. The details of the disclosures made by listed companies in India is mentioned in the table below :

Ch-1 Note: Models for CSR implementation has been asked in end term examination