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Entrepreneurship and Good Governance

Unit-4

Corporate Governance

Prof K.V.S.RAJU

1. Capitalism @ crossroads

2. Historical perspective

3. Issues of CG

4. Theoretical basis

5. CG mechanisms

6. Indian model

7. 7.Good corporate governance

8. 8.CG committees

9. 9.OECD principles

10. 10.Indian committee and guidelines

11. 11.CII initiative

12. 12.CG models

Corporate is adjective meaning of or relating to a corporation derived from the noun


corporation.

A corporation is an organization created (incorporated) by a group of shareholders who


have ownership of the corporation.

The elected Board of directors appoint and oversee management of the corporation.

Oxford English Dictionary defines Governance as the act, manner, fact or function of
governing, sway, control. The word has Latin origins that suggest the notion of 'steering'. It deals
with the processes and systems by which an organization or society operates.
Corporate governance is a broad concept and has been defined and understood differently by
different groups and at different points of time.

The Cadbury Committee report defines it as the system by which companies are directed
and controlled.

It is generally understood as the framework of rules, relationships, systems and processes within
and by which authority is exercised and controlled in corporations

Framework of corporate governance

1. Supervisory Board/ Committee/ Team

2. Audit Committee

3. Internal Audit

4. Statutory Audit

5. Disclosure of information

6. Risk management framework

7. Internal Control framework

8. Whistle blower policy

Corporate governance and management

CORPORATE GOVERNANCE CORPORATE MANAGEMENT

External Focus Internal Focus

Governance assumes an open system Management assumes a closed system

Strategy- oriented Task-oriented

Concerned with where the company is going Concerned with getting the company there

Corporate governance is a term that refers broadly to the rules, processes, or laws by which
businesses are operated, regulated, and controlled. The term can refer to internal factors defined
by the officers, stockholders or constitution of a corporation, as well as to external forces such as
consumer groups, clients, and government regulations.
A well defined CG provides a structure that, at least in theory, works for the benefit of everyone
concerned by ensuring that the enterprise adheres to accepted ethical standards and best practices
as well as to formal laws. To that end, organizations have been formed at the regional, national,
and global levels.

Importance in recent years, corporate governance has received increased attention because of
high-profile scandals involving abuse of corporate power and, in some cases, alleged criminal
activity by corporate officers. An integral part of an effective corporate governance regime
includes provisions for civil or criminal prosecution of individuals who conduct unethical or
illegal acts in the name of the enterprise.

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