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REFERENCES--
REFERENCES

ƥ STUDY ƛ MATERIAL
ƥ CORPORATE
CORPORATE-- GOVERNANCE= BY
DR.S.SINGH
ƥ INTERNET [http://en.wikipedia.org/wiki/corporate_govr.]

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ƥ 1.DEFINITION.
ƥ 2.HISTORY.
ƥ 3.PRINCIPLES.
ƥ 4.CORPORATE GOVERNANCE AT ORACLE
CORPORATION.
ƥ 5.INTERNAL AND EXTERNAL CORPORATE
GOVERNANCE CONTROLS.
ƥ 6.SYSTEMIC PROBLEMS OF CORPORATE
GOVERNANCE.
ƥ 7.CORPORATE MODELS.

DEFINITION--
DEFINITION
ƥ ƠCorporate governance is the set of processes, customs,
policies and laws affecting the way in which a
corporation is directed, administered or controlledơ
(http:
http:\\en.wikipedia.org\
en.wikipedia.org\wiki
wiki\\corporategovernance)
ƥ It also includes the relationship among the stakeholders
and the goals for which the corporation is governed.
ƥ The corporate governance structure specifies the rules
and procedure for making decision on corporate affairs.
ƥ it also provide the structure through which the company
objectives are set.
ƥ It is used to monitor whether outcomes are in
accordance with plans or not. [STUDY
[STUDY--MATERIAL]

‰
HISTORY--
HISTORY
ƥ In 19th century the need for a better corporate governance was felt
when-
when-
ƥ Few giant corporation in u.s. collapsed
ƛ e.g. ENRON, WORLD COM, ADELPHIA.
ƛ Few companies of U.K. also witnessed several cases of corporate
corruption and collapse.
U It led to setting of CADBURY(1996), GREEBURY and
HAMPEL(1997) committee.
committee. [INTERNET]
U INDIAN-
INDIAN- SCENARIO [P.NO. 183- 183-DR.S.SINGH]
U Initial thrust for better corporate governance came in INDIA
mainly due to-
to-
U Due to 1992 stock market scam .
U Onset of international competition resulting from the policy
of liberalisation of economy in 1991

 
ƥ The confederation of INDIAN industries was the first to
appoint a committee under chairmanship of Mr.rahul bajaj
in 1998.
ƥ It was followed by4 national level committee
ƥ Kumar mangalam birla committee in 1999.
ƥ N.R. Narayana murty committeein 2003
ƥ Gangully committee report in 2002.
ƥ 4th committee appointed by govt. of INDIA known as
report of naresh chandra.

Î
PRINCIPLES--
PRINCIPLES
ƥ Key elements of good corporate governance
principles include honesty, trust and integrity,
openness, responsibility and accountability,mutual
respect to the organisation
ƥ Commonly accepted principles of corporate
governance includes-
includes-

ƥ TRANSPARENCY BOARD-effectiveness
BOARD-
ƥ SHAREHOLDERS right
ƥ
ƥ [P.NO.180
[P.NO.180-- DR.S.SINGH]


ƥ Transparency
Transparency--
-disclosure of data.
-disclosure of transaction.
U Shareholders right
-right and equitable treatment of shareholders.
-right to vote.
U Board effectiveness
ƥ Role and effectiveness of board.

l
CORPORATE GOVERNANCE AT ORACLE
CORPRATION
ƥ As part of these practices, the board has adopted
following corporate governance guidelines which align
the interest of directors and management with those of
oracle corporation stockholders-
stockholders-
ƥ The board of oracle corporation has through out its
history developed corporate governance practices to
fulfill its responsibility towards oracle corporation
stockholders.
Oracle corporation CORPORATE GOVERNANCE guidelines ƛ
1.directors
1.directors qualification. 6.performance
.performance--evaluation.
2 Directors responsibility.
3.Board committees.
4.Director access to officers and employees.
5.CEO evaluation.
Board with the help of nomination and governance
committee can review these guidelines
[P.NO.180 -DR.S.SINGH] 
Internal and external corporate
governance controls-
controls-
ƥ Internal corporate governance controls-
controls-
-internal corporate governance controls monitor activities
and take corrective action to accomplish
organisational goals.examples includes-
includes-
#Monitoring by board of directors
directors--
#remuneration--
#remuneration
#disclosure
disclosure--the annual report should contain the following-
following-
-name of chairman, deputy chairman, CEO & non executive
directors.
-the audit and remuneration committee members.
-the no. of meeting held by the board &no. of directors
attend.
-how board and committee performation evaluaton has been
c
conducted
 ßExternal corporate governance
controls--
controls
#govt. regulations.
#media pressure.
#takeovers.
#competition.
[INTERNET]

cc
 SYSTEMIC PROBLEMS OF CORPORATE
GOVERNANCE
#SUPPLY OF ACCOUNTING INFORMATION.
#DEMAND FOR INFORMATION.
#MONITORING COSTS.
[INTERNET]

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CORPORATE MODELS
ƥ Generally only two types of corporate models are discussed-
discussed-
1.Anglo American model- model-
2.Non Anglo American model- model- [INTERNET]
-e.g. Reliance industries ltd. % holding
1.1 promoters holding 46.68
1.2 institutional investors 28.35
1.3 Indian public 16.56
1.4 others (NRI,OCB,DGDR) 8.40
e.g. WIPRO
1.1 pr0moters 83.95
1.2 institutional investors 3.77
1.3 INDIAN public 7.03
1.4 others (NRI,OCB,DGDR) 5.25
[P.NO. 85 DR.S. SINGH]
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