Business Law In India

Prevention Is Better Than Cure
 
 
II. Corporate Governance: The Concept & Its Need
 
Transparency, Accountability & Corporate Governance: Why
 
Corporate India is in a transition phase. There is an increased reliance to go from small to big ie: from small time companies to large corporations capable of participating at the global forum. New communication and distribution, technologies, and the removal of trade and investment barriers, have created truly global markets with global competition for goods, services and capital, and even corporate control (as shown by the recent boom in cross-border mergers and acquisitions). An important question that beckons here: Is it necessary to go the ‘transparency and accountability’ way? After all, majority shareholders never complain, and minority shareholders are never left with the wherewithal to complain. A fair, transparent and accountable management would lead to increased shareholder value for the company. Market forces have their own role to play when it comes to implementation of corporate governance norms and guidelines. In order to protect the interests of various stakeholders in the company, it is necessary to have a mechanism which may lead to correction of corporate activities in relation to the investing class, which in turn enhances the quality capital formation.   
 
Corporate Governance: The Concept
 
Corporate financiers (whether they are individuals or pension funds, mutual funds, banks and other financial institutions, or even governments) need assurances that their investments will be protected from misappropriation and used as intended for the agreed corporate objective.
In pure Economic terms, corporate governance could be defined as:
“Corporate governance is a field in economics that investigates how to secure/motivate efficient management of corporations by the use of incentive mechanisms, such as contracts, organizational designs and legislation. This is often limited to the question of improving financial performance, for example, how the corporate owners can secure/motivate that the corporate managers will deliver a competitive rate of return", www.encycogov.com, Mathiesen [2002].”

Similarly, the corporate governance environment is shaped by stock exchange listing rules and a host of laws and regulations concerning:
• Disclosure requirements and accounting standards.
• The issue and sale of securities.
• Company formation.
• Shareholder rights and proxy voting.
• Mergers and acquisitions.
• Fiduciary duties of directors, officers and controlling shareholders.
• Contract enforcement.
• Bankruptcy and creditors’ rights.
• Labour relations.
• Financial sector practices.
• Tax and pension policy.

 
 
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