Professional Documents
Culture Documents
GORVERNANCE
CHAPTER 1
INTRODUCTION
Lecture Outline
Introduction
Definition and Structure of Corporate
Governance
Governance and Responsibility
Four Pillars of Corporate Governance
Code of Corporate Governance
Benefits of Good Corporate Governance
1. Introduction
Stage 1:
Equity
Voting Rights
Equity
Voting Rights
New Equity
Debt
Voting Rights
Introduction
Company founder must now choose
between keeping control of the company or
allowing the company to be managed by
professional managers.
Equity
Voting Rights
New Equity
Debt
Voting Rights
Introduction
Corporate governance generally refers to
the set of mechanisms that influence the
decisions made by managers when there is
a separation of ownership and control.
Definition
A definition by the Finance Committee on
Corporate Governance in Malaysia in the Report
on Corporate Governance (2002) stated that:
Corporate governance is the process and structure
used to direct and manage the business and affairs
of the company towards enhancing business
prosperity and corporate accountability with the
ultimate objective of realizing long term
shareholder value, whilst taking account the
interests of other stakeholders.
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Internal Mechanisms
Board of Directors
Board Size & Independence
Chairman/CEO Positions
Board Committees
Executive Compensation
Ownership Structure
Concentrated versus Dispersed Ownership
Identity of Owners
Other Blockholders
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External Mechanisms
External Auditors
Debt & Equity Markets
Monitoring by debt holders
Analysts
Mergers & Acquisitions
Legal/Regulatory System
Common versus Civil Law
Extent of Law Enforcement
Recent Regulations Sarbanes Oxley Act,
ASX Good Corporate Governance Principles
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Ownership Structure
The identity of the controlling owner can also
have corporate governance implications.
Family-controlled companies use crossholdings and pyramidal structures to gain
effective control of the company with the
least cash ownership. The market recognizes
this and prices the increased risk of
expropriation into the share price.
Government-owned and widely-held
companies are more likely to follow the rules.
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Ownership Structure
The presence of an non-management
related blockholder of shares can increase
monitoring of the firm.
A blockholder usually holds at least 5% of
the outstanding shares, therefore has a
significant interest in the future
performance of the company.
Blockholders can be governments,
financial institutions, individuals or other
companies.
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Accountability
Ensure that management is
accountable to the Board
Ensure that the Board is
accountable to shareholders
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Fairness
Protect Shareholders rights
Treat all shareholders including
minorities, equitably
Provide effective redress for
violations
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Transparency
Ensure timely, accurate disclosure on
all material matters, including the
financial situation, performance,
ownership and corporate
governance
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Independence
Procedures and structures are in
place so as to minimise, or avoid
completely conflicts of interest
Independent Directors and Advisers
i.e. free from the influence of others
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