2012

Corporate governance and CII Codes

Submitted to: Prof. Girish Jaswal

Submitted by: Pankaj Goyal 501004044 MBA, G2

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Table of Contents
Corporate................................................................................................................................................. ii Governance ............................................................................................................................................. 1 Principle of corporate governance ....................................................................................................... 2 Corporate governance models around the world ................................................................................. 3 Regulation ........................................................................................................................................... 4 Framework of corporate governance ................................................................................................... 5 Corporate Governance: A Code ............................................................................................................... 6 A Minimal Definition ............................................................................................................................ 6 Guidelines and disclosures: .................................................................................................................... 12 References ............................................................................................................................................. 15

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Corporate
   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.

Governance
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
Corporate governance refers to the set of systems, principles and processes by which a company is governed. They provide the guidelines as to how the company can be directed or controlled such that it can fulfil its goals and objectives in a manner that adds to the value of the company and is also beneficial for all stakeholders in the long term. Stakeholders in this case would include everyone ranging from the board of directors, management, shareholders to customers, employees and society. The management of the company hence assumes the role of a trustee for all the others. Corporate governance is "the system by which companies are directed and controlled" (Cadbury Committee, 1992. It involves a set of relationships between a companys management, its board, its shareholders and other stakeholders; it deals with prevention ar mitigation of the conflict of interests of stakeholders. Ways of mitigating or preventing these conflicts of interests include the processes, customs, policies, laws, and institutions which have impact on the way a company is controlled. An important theme of corporate governance is the nature and extent of accountability of people in the business, and mechanisms that try to decrease the principalagent problem. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. In contemporary business corporations, the main external stakeholder groups are shareholders, debt holders, trade creditors, suppliers, customers and communities affected by the corporation's activities. Internal stakeholders are the board of directors, executives, and other employees. It guarantees that an enterprise is directed and controlled in a responsible, professional, and transparent manner with the purpose of safeguarding its long-term success. It is intended to increase the confidence of shareholders and capital-market investors.

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A related but separate thread of discussions focuses on the impact of a corporate governance system on economic efficiency, with a strong emphasis on shareholders' welfare; this aspect is particularly present in contemporary public debates and developments in regulatory policy There has been renewed interest in the corporate governance practices of modern corporations since 2001, particularly due to the high-profile collapses of a number of large corporations, most of which involved accounting fraud. Corporate scandals of various forms have maintained public and political interest in the regulation of corporate governance. In the U.S., these include Enron Corporation and MCI Inc. Their demise is associated with the U.S. federal government passing the Sarbanes-Oxley Act in 2002, intending to restore public confidence in corporate governance. Comparable failures in Australia (HIH, One.Tel) are associated with the eventual passage of the CLERP 9 reforms. Similar corporate failures in other countries stimulated increased regulatory interest

Principle of corporate governance

Contemporary discussions of corporate governance tend to refer to principles raised in three documents released since 1990: The Cadbury Report (UK, 1992), the Principles of Corporate Governance (OECD, 1998 and 2004), the Sarbanes-Oxley Act of 2002 (US, 2002). The Cadbury and OECD reports present general principals around which businesses are expected to operate to assure proper governance. The Sarbanes-Oxley Act, informally referred to as Sarbox or Sox, is an attempt by the federal government in the United States to legislate several of the principles recommended in the Cadbury and OECD reports.


Rights and equitable treatment of shareholders: Organizations should respect the rights of shareholders and help shareholders to exercise those rights. They can help shareholders exercise their rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings. Interests of other stakeholders: Organizations should recognize that they have legal, contractual, social, and market driven obligations to non-shareholder stakeholders, including employees, investors, creditors, suppliers, local communities, customers, and policy makers. Role and responsibilities of the board: The board needs sufficient relevant skills and understanding to review and challenge management performance. It also needs adequate size and appropriate levels of independence and commitment Integrity and ethical behavior: Integrity should be a fundamental requirement in choosing corporate officers and board members. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. Disclosure and transparency: Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide stakeholders with a level of accountability. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information.

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Corporate governance models around the world

There are many different models of corporate governance around the world. These differ according to the variety of capitalism in which they are embedded. The Anglo-American "model" tends to emphasize the interests of shareholders. The coordinated or multi-stakeholder model associated with Continental Europe and Japan also recognizes the interests of workers, managers, suppliers, customers, and the community. Continental Europe Some continental European countries, including Germany and the Netherlands, require a twotiered Board of Directors as a means of improving corporate governance. In the two-tiered board, the Executive Board, made up of company executives, generally runs day-to-day operations while the supervisory board, made up entirely of non-executive directors who represent shareholders and employees, hires and fires the members of the executive board, determines their compensation, and reviews major business decisions. See also Aktienge sells chaft. India India's SEBI Committee on Corporate Governance defines corporate governance as the "acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. It is about commitment to values, about ethical business conduct and about making a distinction between personal & corporate funds in the management of a company." It has been suggested that the Indian approach is drawn from the Gandhian principle of trusteeship and the Directive Principles of the Indian Constitution, but this conceptualization of corporate objectives is also prevalent in Anglo-American and most other jurisdictions. The United States and the UK The so-called "Anglo-American model" (also known as "the unitary system") emphasizes a single-tiered Board of Directors composed of a mixture of executives from the company and non-executive directors, all of whom are elected by shareholders. Non-executive directors are expected to outnumber executive directors and hold key posts, including audit and compensation committees. The United States and the United Kingdom differ in one critical respect with regard to corporate governance: In the United Kingdom, the CEO generally does not also serve as Chairman of the Board, whereas in the US having the dual role is the norm, despite major misgivings regarding the impact on corporate governance. In the United States, corporations are directly governed by state laws, while the exchange (offering and trading) of securities in corporations (including shares) is governed by federal legislation. Many U.S. states have adopted the Model Business Corporation Act, but the dominant state law for publicly-traded corporations is Delaware, which continues to be the place of incorporation for the majority of publicly-traded corporations. Individual rules for corporations are based upon the corporate charter and, less authoritatively, the corporate bylaws.
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Shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws.

Regulation
Legal environment - General Corporations are created as legal persons by the laws and regulations of a particular jurisdiction. These may vary in many respects between countries, but a corporation's legal person status is fundamental to all jurisdictions and is conferred by statute. This allows the entity to hold property in its own right without reference to any particular real person. It also results in the perpetual existence that characterizes the modern corporation. The statutory granting of corporate existence may arise from general purpose legislation (which is the general case) or from a statute to create a specific corporation, which was the only method prior to the 19th century. In addition to the statutory laws of the relevant jurisdiction, corporations are subject to common law in some countries, and various laws and regulations affecting business practices. In most jurisdictions, corporations also have a constitution that provides individual rules that govern the corporation and authorize or constrain its decision-makers. This constitution is identified by a variety of terms; in English-speaking jurisdictions, it is usually known as the Corporate Charter or the Articles of Association. The capacity of shareholders to modify the constitution of their corporation can vary substantially. Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges, corporations, institutional investors, or associations (institutes) of directors and managers with the support of governments and international organizations. As a rule, compliance with these governance recommendations is not mandated by law, although the codes linked to stock exchange listing requirements may have a coercive effect. For example, companies quoted on the London, Toronto and Australian Stock Exchanges formally need not follow the recommendations of their respective codes. However, they must disclose whether they follow the recommendations in those documents and, where not, they should provide explanations concerning divergent practices. Such disclosure requirements exert a significant pressure on listed companies for compliance. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance. This was revised in 2004. The OECD guidelines are often referenced by countries developing local codes or guidelines. Building on the work of the OECD, other international organizations, private sector associations and more than 20 national corporate governance codes, the United Nations Intergovernmental Working Group of Experts on International Standards of Accounting and Reporting (ISAR) has produced their Guidance on Good Practices in Corporate Governance Disclosure. This internationally agreed benchmark consists of more than fifty distinct disclosure items across five broad categories:

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Auditing Board and management structure and process Corporate responsibility and compliance Financial transparency and information disclosure Ownership structure and exercise of control rights

The investor-led organisation International Corporate Governance Network (ICGN) was set up by individuals centered on the ten largest pension funds in the world 1995. The aim is to promote global corporate governance standards. The network is led by investors that manage 18 trillion dollars and members are located in fifty different countries. ICGN has developed a suite of global guidelines ranging from shareholder rights to business ethics. The World Business Council for Sustainable Development (WBCSD) has done work on corporate governance, particularly on accountability and reporting, and in 2004 released Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes, standards, and frameworks. This document offers general information and a perspective from a business association/think-tank on a few key codes, standards and frameworks relevant to the sustainability agenda. In 2009, the International Finance Corporation and the UN Global Compact released a report, Corporate Governance - the Foundation for Corporate Citizenship and Sustainable Business, linking the environmental, social and governance responsibilities of a company to its financial performance and long-term sustainability. Most codes are largely voluntary. An issue raised in the U.S. since the 2005 Disney decision is the degree to which companies manage their governance responsibilities; in other words, do they merely try to supersede the legal threshold, or should they create governance guidelines that ascend to the level of best practice. For example, the guidelines issued by associations of directors, corporate managers and individual companies tend to be wholly voluntary but such documents may have a wider effect by prompting other companies to adopt similar practices.

Framework of corporate governance

1. Supervisory Board/ Committee/ Team 2. 3. 4. 5. 6. Audit Committee Internal Audit Statutory Audit Disclosure of information Risk management framework

7. Internal Control framework 8. Whistle blower policy

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Corporate Governance: A Code

Although corporate governance still remains an ambiguous and misunderstood phrase, three aspects are becoming evident. First, there is no unique structure of corporate governance in the developed world; nor is one particular type unambiguously better than others. Thus, one cannot design a code of corporate governance for Indian companies by mechanically importing one form or another. Second, Indian companies, banks and financial institutions can no longer afford to ignore better corporate practices. As India gets integrated in the world market, Indian as well as international investors will demand greater disclosure, more transparent explanation for major decisions and better shareholder value. Third, corporate governance goes far beyond company law. The quantity, quality and frequency of financial and managerial disclosure, the extent to which the board of directors exercise their fiduciary responsibilities towards shareholders, the quality of information that management share with their boards, and the commitment to run transparent companies that maximize long term shareholder value cannot be legislated at any level of detail. Instead, these evolve due to the catalytic role played by the more progressive elements within the corporate sector and, thus, enhance corporate transparency and responsibility. A Minimal Definition Corporate governance deals with laws, procedures, practices and implicit rules that determine a companys ability to take managerial decisions its claimantsin particular, its shareholders, creditors, customers, the State and employees. There is a global consensus about the objective of good corporate governance: maximizing long term shareholder value. Since shareholders are residual claimants, this objective follows from a premise that, in well performing capital and financial markets, whatever maximizes shareholder value must necessarily maximize corporate prosperity, and best satisfy the claims of creditors, employees, shareholders, and the State. For a corporate governance code to have real meaning, it must first focus on listed companies. These are financed largely by public money (be it equity or debt) and, hence, need to follow codes and policies that make them more accountable and value oriented to their investing public. There is a diversity of opinion regarding beneficiaries of corporate governance. The Anglo-American system tends to focus on shareholders and various classes of creditors. Continental Europe, Japan and South Korea believe that companies should also discharge their obligations towards employees, local communities, suppliers, ancillary units, and so on. In the first instance, it is useful to limit the claimants to shareholders and various types of creditors. There are two reasons for this preference. 1. The corpus of Indian labor laws are strong enough to protect the interest of workers in the organized sector, and employees as well as trade unions are well aware of their legal rights. In
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contrast, there is very little in terms of the implementation of law and of corporate practices that protects the rights of creditors and shareholders 2. There is much to recommend in law, procedures and practices to make companies more attuned to the needs of properly servicing debt and equity. If most companies in India appreciate the importance of creditors and shareholders, then we will have come a long way. Irrespective of differences between various forms of corporate governance, all recognize that good corporate practices must at the very least satisfy two sets of claimants: creditors and shareholders. In the developed world, company managers must perform to satisfy creditors dues because of the disciplining device of debt, which carries with it the credible threat of management change via bankruptcy. Analogously, managers have to look after the right of shareholders to dividends and capital gains because if they do not do so over time, they face the real risk of take-over. An economic and legal environment that puts a brake on the threat of bankruptcy and prevents take-over is a recipe for systematic corporate mis-governance. The key to good corporate governance is a well functioning, informed board of directors. The board should have a core group of excellent, professionally acclaimed non-executive directors who understand their dual role: of appreciating the issues put forward by management, and of honestly discharging their fiduciary responsibilities towards the companys shareholders as well as creditors. Recommendation 1 There is no need to adopt the German system of two-tier boards to ensure desirable corporate governance. A single board, if it performs well, can maximize long term shareholder value just as well as a two- or multi-tiered board. Equally, there is nothing to suggest that a two-tier board, per se, is the panacea to all corporate problems. Recommendation 2 Any listed companies with a turnover of Rs.100 crores and above should have professionally competent, independent, non-executive directors, who should constitute At least 30 percent of the board if the Chairman of the company is a non-executive director, or At least 50 percent of the board if the Chairman and Managing Director is the same person. Recommendation 3 No single person should hold directorships in more than 10 listed companies.

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Recommendation 4 For non-executive directors to play a material role in corporate decision making and maximizing long term shareholder value, they need to become active participants in boards, not passive advisors; have clearly defined responsibilities within the board such as the Audit Committee; and know how to read a balance sheet, profit and loss account, cash flow statements and financial ratios and have some knowledge of various company laws. This, of course, excludes those who are invited to join boards as experts in other fields such as science and technology. Recommendation 5 To secure better effort from non-executive directors, companies should: Pay a commission over and above the sitting fees for the use of the professional inputs. The present commission of 1% of net profits (if the company has a managing director), or 3% (if there is no managing director) is sufficient. Consider offering stock options, so as to relate rewards to performance. Commissions are rewards on current profits. Stock options are rewards contingent upon future appreciation of corporate value. An appropriate mix of the two can align a non-executive director towards keeping an eye on short term profits as well as longer term shareholder value. Recommendation 6 While re-appointing members of the board, companies should give the attendance record of the concerned directors. If a director has not been present (absent with or without leave) for 50 percent or more meetings, then this should be explicitly stated in the resolution that is put to vote. As a general practice, one should not re-appoint any director who has not had the time attend even one half of the meetings. Recommendation 7 Key information that must be reported to, and placed before, the board must contain: Annual operating plans and budgets, together with up-dated long term plans. Capital budgets, manpower and overhead budgets. Quarterly results for the company as a whole and its operating divisions or business segments. Internal audit reports, including cases of theft and dishonesty of a material nature. Show cause, demand and prosecution notices received from revenue authorities which are considered to be materially important. (Material nature is any exposure that exceeds 1 percent of the companys net worth). Fatal or serious accidents, dangerous occurrences, and any effluent or pollution problems. Default in payment of interest or non-payment of the principal on any public deposit, and/or to any secured creditor or financial institution. Defaults such as non-payment of inter-corporate deposits by or to the company, or materially substantial non-payment for goods sold by the company. Any issue which involves possible public or product liability claims of a substantial nature, including any judgment or order which may have either passed strictures on the conduct of the
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company, or taken an adverse view regarding another enterprise that can have negative implications for the company. Details of any joint venture or collaboration agreement. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property. Recruitment and remuneration of senior officers just below the board level, including appointment or removal of the Chief Financial Officer and the Company Secretary. Labor problems and their proposed solutions. Quarterly details of foreign exchange exposure and the steps taken by management to limit the risks of adverse exchange rate movement, if material. Recommendation 8 1. Listed companies with either a turnover of over Rs.100 crores or a paid-up capital of Rs.20 crores should set up Audit Committees within two years. 2. Audit Committees should consist of at least three members, all drawn from a companys nonexecutive directors, who should have adequate knowledge of finance, accounts and basic elements of company law. 3. To be effective, the Audit Committees should have clearly defined Terms of Reference and its members must be willing to spend more time on the companys work vis--vis other nonexecutive directors. 4. Audit Committees should assist the board in fulfilling its functions relating to corporate accounting and reporting practices, financial and accounting controls, and financial statements and proposals that accompany the public issue of any securityand thus provide effective supervision of the financial reporting process. 5. Audit Committees should periodically interact with the statutory auditors and the internal auditors to ascertain the quality and veracity of the companys accounts as well as the capability of the auditors themselves. 6. For Audit Committees to discharge their fiduciary responsibilities with due diligence, it must be incumbent upon management to ensure that members of the committee have full access to financial data of the company, its subsidiary and associated companies, including data on contingent liabilities, debt exposure, current liabilities, loans and investments. 7. By the fiscal year 1998-99, listed companies satisfying criterion (1) should have in place a Strong internal audit department, or an external auditor to do internal audits; without this, any Audit Committee will be toothless.

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Desirable closure Recommendation 9 Under Additional Shareholders Information, listed companies should give data on: 1. High and low monthly averages of share prices in a major Stock Exchange where the company is listed for the reporting year. 2. Greater detail on business segments up to 10% of turnover, giving share in sales revenue, review of operations, analysis of markets and future prospects. Recommendation 10 1. Consolidation of Group Accounts should be optional and subject to The FIs allowing companies to leverage on the basis of the groups assets, and The Income Tax Department using the group concept in assessing corporate income tax. 2. If a company chooses to voluntarily consolidate, it should not be necessary to annex the accounts of its subsidiary companies under section 212 of the Companies Act. 3. However, if a company consolidates, then the definition of group should include the parent company and its subsidiaries (where the reporting company owns over 50% of the voting stake). Recommendation 11 Major Indian stock exchanges should gradually insist upon a compliance certificate, signed by the CEO and the CFO, which clearly states that: The management is responsible for the preparation, integrity and fair presentation of the financial statements and other information in the Annual Report, and which also suggest that the company will continue in business in the course of the following year. The accounting policies and principles conform to standard practice, and where they do not, full disclosure has been made of any material departures. The board has overseen the companys system of internal accounting and administrative controls systems either director or through its Audit Committee (for companies with a turnover of Rs.100 crores or paid-up capital of Rs.20 crores) Recommendation 12 For all companies with paid-up capital of Rs. 20 crores or more, the quality and quantity of disclosure that accompanies a GDR issue should be the norm for any domestic issue.

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Capital Market Issues Recommendation 13 Government must allow far greater funding to the corporate sector against the security of shares and other paper.

Creditors Rights Recommendation 14 It would be desirable for FIs as pure creditors to rewrite their covenants to eliminate having nominee directors except: a) In the event of serious and systematic debt default; and b) In case of the debtor company not providing six-monthly or quarterly operational data to the concerned FI(s). Recommendation 15 1. If any company goes to more than one credit rating agency, then it must divulge in the prospectus and issue document the rating of all the agencies that did such an exercise. 2. It is not enough to state the ratings. These must be given in a tabular format that shows where the company stands relative to higher and lower ranking. It makes considerable difference to an investor to know whether the rating agency or agencies placed the company in the top slots, or in the middle, or in the bottom. 3. It is essential that we look at the quantity and quality of disclosures that accompany the issue of company bonds, debentures, and fixed deposits in the USA and Britainif only to learn what more can be done to inspire confidence and create an environment of transparency. 4. Finally, companies which are making foreign debt issues cannot have two sets of disclosure Norms: an exhaustive one for the foreigners, and a relatively minuscule one for Indian investors. Recommendation 16 Companies that default on fixed deposits should not be permitted to accept further deposits and make inter-corporate loans or investments until the default is made good; and declare dividends until the default is made good.

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On FIs and Nominee Directors Recommendation 17 Reduction in the number of companies where there are nominee directors. It has been argued by FIs that there are too many companies where they are on the board, and too few competent officers to do the task properly. So, in the first instance, FIs should take a policy decision to withdraw from boards of companies where their individual shareholding is 5 percent or less, or total FI holding is under 10 percent.

Guidelines and disclosures:

Board of Directors: frequency of meetings and composition    Board must meet at least at least four times a year, with a maximum time gap of four months between two successive meetings If the chairman of the Company is a non-executive then one-third of the board should consist of independent directors, and 50% otherwise Independent defined as those directors who, apart from receiving directors remuneration do not have any other material pecuniary relationship or transactions with the company, its promoters, management or subsidiaries, which in the view of the board may affect independence of judgment This definition may be soon strengthened

Board of Directors: frequency of meetings and composition     The frequency of board meetings and board committee meetings, with their dates, must be fully disclosed to shareholders in the annual report of the company The attendance record of all directors in board meetings and board committee meetings must be fully disclosed to shareholders in the annual report of the company Full and detailed remuneration of each director (salary, sitting fees, commissions, stock options and perquisites) must be fully disclosed to shareholders in the annual report of the company Loans given to executive directors are capped (no loans permitted to non-executives), and must be fully disclosed to shareholders in the annual report of the company

Board of Directors: information that must be supplied      Annual, quarter, half year operating plans, budgets and updates Quarterly results of company and its business segments Minutes of the audit committee and other board committees Recruitment and remuneration of senior officers Materially important legal notices and claims, as well as any accidents, hazards, pollution issues and labor problems
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Any actual or expected default in financial obligations Details of joint ventures and collaborations Transactions involving payment towards goodwill, brand equity and intellectual property Any materially significant sale of business and investments Foreign currency and other risks and risk management Any regulatory non-compliance

Board of Directors: Audit Committee       Audit Committee is mandatory Must have minimum of three members, all non-executive directors, the majority of whom are independent Chairman must be an independent director, and must be present at the annual shareholders meeting to answer audit or finance related questions At least one member must be an expert in finance/accounts Must have at least three meetings per year, including one before finalization of annual accounts Must meet with statutory auditors and internal auditors; have the powers to seek any financial, legal or operational information from the management; obtain outside legal or professional advice

Board of Directors: Audit Committee functions    Oversight of the companys financial reporting process to ensure that the financial statement is correct, sufficient and credible Appointment / removal of external auditor and fixing of audit fees Reviewing with management the annual financial statements before submission to the board, focusing on: Changes in accounting policies and practices Major accounting entries Qualifications in draft audit report Significant adjustments arising out of audit The going concern assumption Compliance with accounting standards, with stock exchange and legal requirements Any related party transactions

Board of Directors: Audit Committee functions      Adequacy of internal audit and internal control systems, through discussion with internal and statutory auditors as well as management Significant findings, follow-up and action taken reports Discussion with internal and statutory auditors about scope and design of audits Reviewing financial and legal risks and companys risk management policies Examining reasons behind any materially significant default to creditors, bond-holders, suppliers and shareholders
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Disclosures to shareholders in addition to balance sheet, P&L and cash flow statement          Board composition (executive, non-exec, independent) Qualifications and experience of directors Number of outside directorships held by each director (capped at director not being a member of more than 10 board-level committees, and Chairman of not more than 5) Attendance record of directors Remuneration of directors Relationship (familial or pecuniary) with other directors Warning against insider trading, with procedures to prevent such acts Details of grievances of shareholders, and how quickly these were addressed Date, time and venue of annual general meeting of shareholders

Disclosures to shareholders in addition to balance sheet, P&L and cash flow statement          Dates of book closure and dividend payment Details of shareholding pattern Name, address and contact details of registrars and/or share transfer agents Details about the share transfer system Stock price data over the reporting year, and how the companys stock measured up to the index Financial effects of stock options Financial effects of any share buyback Financial effects of any warrants that are to be exercised Chapter reporting corporate governance practices

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References
http://www.sebi.gov.in/ - Securities and Exchange Board of India http://www.bseindia.com/ - Bombay Stock Exchange Limited http://www.nfcgindia.org/library_int.htm-National Foundation for Corporate Governance http://www.ita.doc.gov/goodgovernance/ -International Trade Administration http://www.oecd.org/ -Organisation for Economic Co-operation and Development http://www.corpgov.net/ - Corporate governance network

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