Professional Documents
Culture Documents
CASE STUDY
Corporate Governance
Practices in India – a case
study
further by covering the items from voluntary index. margins, research and development intensity.
Leung, Stouraitis and Tan (2010) have examined the Klai Nesrine and Omri Abdelwahed (2011) have ex-
impact of corporate governance on future company stock amined the effect of corporate governance mechanism
returns and future company risk. They examined the im- on the financial reporting quality. This study focused on
pact of the level of corporate governance and the impact the characteristics of board of directors and the owner-
of changes in governance by using Hong Kong data. They ship structure of the firms listed in Tunis Stock Exchange
constructed index following three rating exercises in 2002, during the period 1997-2007. This study revealed that
2004 and 2005.The findings of study revealed that family Tunisian firms were characterized by lack of board inde-
firms and firms with concentrated ownership are associat- pendence and the high level of ownership concentration.
ed with bad corporate governance. Overall the quality of The Governance mechanism was found to be represented
corporate governance is very significant in explaining fu- by power of the foreigners, families, block holders, insti-
ture stock returns and risk. Improvements in governance are tutional investors and the state. This study concluded that
associated with significantly higher stock returns and lower power of state and institutional investors improves the fi-
company risk. nancial reporting quality.
Sulphey M.M and Janardhanan Rajesh (2010) have ana- Senan Neeti (2011) has analyzed the study of corporate
lyzed the position of Indian Companies in the quest for governance in public and private sector enterprises in In-
corporate governance. This study is done to find out the dia. This study has provided an understanding of corpo-
current patterns of corporate governance among Indian rate governance disclosure levels. This study has focused on
Companies. Clause 49 of listing agreement of SEBI is taken disclosure practices in the annual reports of firms for the
as benchmark and the reports of corporate governance in year 2008-09 of 77 listed Indian companies by constructing
the annual reports for the year 2008-09 with respect to 50 Corporate Governance Disclosure Score. The results of the
Nifty companies has been studied.The analysis of this study study have revealed that private sector companies adhere to
has revealed that certain companies have not provided the higher standards of corporate governance disclosure than
due importance to the aspects provided in the Clause 49. public sector companies.
Anurag Pahuja and B S Bhatia (2010) have analyzed the A perusal of the review of literature reveals that though
determinants of corporate governance disclosure. Their adequate attention has been paid to the concept of corporate
study seeks to determine the extent to which Indian listed governance throughout the world, but the research studies
companies disclose their corporate governance practices by in the area of corporate governance in Indian companies
examining the annual reports of 50 listed companies. The have shown that disclosure level is poor (Anurag Pahuja and
study reveals that there is a considerable gap in the sphere of B S Bhatia 2010) and most of the Indian companies are not
extent, quantum and quality of disclosure made by compa- following the provisions of Clause 49 (Sulphey M.M and
nies in their annual reports.This study concluded that there Janardhanan Rajesh 2010).
is a substantial scope for improvements in the corporate The present study is divided in to four parts. Objectives,
governance disclosure practices. research methodology, analysis and findings and conclusion
Izyani Wan and Zunaidah (2010) examined the relation-
ship between corporate governance mechanism and extent Objectives of the study:
of disclosure for listed companies in Malaysia.This study ad- The study has the following two objectives.
dresses two issues: a) To examine corporate governance practices of CNX Nif-
1. Level of corporate governance disclosure by listed ty 50 companies in India.
companies in Malaysia. b) To benchmark the corporate governance practices of
2. To what extent corporate governance affects the com- CNX Nifty 50 companies with the revised Clause 49.
pany disclosure.
This study reveals that that the companies with a more Research Methodology: This study is about corporate
family members sitting on the board are significantly have governance practices of CNX Nifty 50 companies in In-
lower level of disclosure in their annual reports. dia. Annual reports of 2010-11and 2011-12 have been used
Jiao Yawen (2011) has found the relationship between for this study. The revised Clause 49 of the listing agree-
corporate disclosure, Market valuation and Firm perfor- ment of stock exchanges introduced by SEBI is taken as
mance.This study has shown a positive relationship between the benchmark and disclosure regarding corporate govern-
changes in disclosure rankings and the future unexpected ance practices in the annual reports is compared. Clause 49
operating performance. Tobin’Q has been used as measure of the SEBI listing agreement has brought about landmark
of market valuation. This study has also found positive as- transformation in improving the quality of disclosure of the
sociation between disclosure rankings and future net profit Indian companies.
on subsidiary companies and attached accounts of subsidiary ferent in case of non mandatory requirements as compared
companies along with the annual report. One company had to mandatory requirements.
not attached accounts of subsidiary companies, but it had Analysis revealed that a very few companies had provided
mentioned this fact in the annual report and one company proper information on non mandatory requirements.
had not disclosed any information on subsidiary companies. Board (Tenure of non executive directors): In 2010-
11 and 2011-12, only 21 and 22 companies respectively had
Disclosure followed provisions and disclosed properly. 8 companies had
As per revised Clause 49 this aspect has been further divided not given proper information in both the years and rest of
into eight sub headings, which include: the companies had not disclosed any information.
i) Basis of related party transaction Remuneration Committee: 41 companies in 2010-
ii) Disclosure of material transaction with related party 11 and 43 companies in 2011-12 had set up remuneration
iii) Disclosure of financial statements with management ex- committee and disclosed properly.
planation Shareholders right is very important requirement of
iv) Risk assessment and minimization procedure by board corporate governance. As per revised Clause 49, companies
v) Proceeds from public/right/preferential issues may send annual report to the shareholders residence, but
vi) Criteria of Remuneration of directors only 8 companies in 2010-11 and 2011-12 had dispatched
vii) Management financial results to shareholders residence, another 33 com-
viii) Shareholders panies in 2010-11 and 2011-12 had excuse of following
The present study showed a mixed bag of results under green initiative but it could have been sent through emails.
the disclosure aspect. Many aspects like proceeds from pub- Six companies had not provided any information on this
lic/right/preferential issue had been ignored by the compa- aspect.
nies. In 2010-11 and 2011-12, only 5 companies had dis- Audit qualification: In 2010-11 and 2011-12, 13 and
closed proper information on this aspect. Others had not 12 companies had not disclosed any information on this
disclosed any information on this aspect in both the years. aspect.
One another important aspect i.e. Risk assessment and min- Training of Board members: Only 19 companies in
imization by the Board, 7 companies had not disclosed any 2010-11 and 20 companies in 2011-12 had followed provi-
information in 2010-11 and 2011-12. On Other aspects of sions and conducted various training programs and disclosed
disclosures, proper information was given by all the compa- properly. In 2010-11 and 2011-12, 8 companies had given
nies in both the years. vague information; rest of the companies had not disclosed
any information on this aspect.
CEO and CFO Certification Mechanism for evaluating non-executive direc-
Revised Clause 49 has mandated the CEO and CFO Cer- tors: Surprisingly only15 companies in 2010-11and 17 in
tification to board of directors of listed company on specific 2011-12 had followed the proper mechanism and disclosed
matters and disclosure of the same in the annual report. As properly.
per the analysis, in 2010-11and 2011-12, 22 companies had Whistle blower policy: In the years 2010-11 and 2011-
disclosed proper information and attached CEO certificate 12, 38 and 41 companies respectively were having proper
with the annual reports. 14 companies had not attached the whistle blower policy in place. 7 companies in 2010-11 and
certificate and 11 companies had not given any information 4 companies in 2011-12 had not followed whistle blower
on this aspect. policy, but they disclosed in the annual report. 2 companies
had not given any information on this aspect for both the
Compliance report years.
It was found that all the companies had attached the certifi- The results had shown that companies are not focusing
cate of compliance with the annual report during 2010-11 much on non mandatory requirements.
and 2011-12 except for one company.
Conclusion
Report on Corporate Governance Majority of the sample companies are following the man-
The study revealed that all the companies provided the re- datory provisions and disclosing the required information as
port on corporate governance in their annual reports. per the revised Clause 49. A few number of companies’ (Ba-
jaj auto, Infosys, Dr. Reddy etc.) disclosure levels are beyond
Non mandatory Requirements the requirements of the revised Clause 49. And they are
Information on the non mandatory requirements had been following the voluntary corporate governance guidelines
provided under seven sub headings. The findings were dif- 2009 and taking sustainability initiatives and taking steps for
S.
Basis of Analysis DC/APP DC/NAPP ND
No
Remuneration committee 41 43 4 3 2 1
Shareholder rights 8 8 33 33 6 6
Audit qualification 31 32 3 3 13 12