Transcript
Corporate GovernanceLec 1 By:Saif UllahPhD Finance Scholar
Lecture Outline Defining Corporate Governance Difference Between Governance and Management Corporate Body Stakeholders Scope of corporate Governance Different Board Types Responsibilities of The Board Responsibilities of CEO and Senior Management Tools Available to Board Functions of Corporate Governance Objective of Corporate Governance Tools Available to the Board for Better Corporate Governance Practices Corporate Governance as a filed of Study Approaches to CG Corporate Wrongs
Definition According to OECD:
Corporate Governance is the system by which business
corporations are directed and controlled. The corporate governance
structure specifies the distribution of rights and responsibilities among
different participants in the corporation, such as, the board,
managers, shareholders and other stakeholders, and spells out the
rules and procedures for making decisions on corporate affairs. By
doing this, it also provides the structure through which the company
objectives are set, and the means of attaining these objectives and
monitoring performance.
Another Definition
According to LaPorta et al., (2000),
Corporate governance is a set of mechanisms through which
outside investors protect themselves against expropriation by the insiders.
They define “the insiders” as both managers and controlling shareholders.
Yet Another Definition
Corporate governance refers to the manner
in which the affairs of a corporate body should be conducted
in order to serve and protect
the individual and collective interests
of all stakeholders.
(Safdar A Butt)
Governance and Management
• How do these terms differ?
• Does Governance include Management?
Or
• Does Management include Governance?
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Governance
Strategic
Setting Objectives
Devising plans to achieve these objectives
Setting rules or parameters
Not directly concerned with routine affairs
Protection of Interests of all stakeholders
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Management
Current Affairs
Implementing the Plans
Developing Suggestions and Alternatives
Operational Matters
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What is a Corporate Body?
Any Company is a corporate body. However, in a broader sense only
public limited companies are taken to be the subject matter of CG.
So far the thrust of CG is only on listed companies.
Greatest emphasis is on those that are controlled by closed groups.
In USA and Europe, companies are frequently run by minority
shareholders. Hence, they require even greater degree of CG.9
Stakeholders in a Company
Management and Employees
Lenders
Suppliers and Clients
Shareholders
Society at large (this includes government)
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Classification of Stakeholders
Classified on basis of Rolein the Company
Classified on basis of opportunity to protect individual interests
Those with Full Opportunity
Those with aPartial Opportunity
Those withVirtually No opportunity
OwnersControllingShareholders
Institutional Investorswith Board representation
Minority and individualshareholders with no boardRepresentation
LendersFinancial institutionswith elaborate lendingContracts
Buyers of listed bondswith trustee arrangements
Other lenders
Employees Executive Directors Senior ManagersOther employeeson regular orcontract terms
Business AssociatesSuppliers who sellonly on cash terms
Major Suppliers andclients with contracts
Smaller suppliers and smaller clients
Society Government Public at large
Opportunity to protect individual interests
Managers and Employees have the greatest opportunity to protect their
interest(s)
Suppliers and Clients essentially go by each transaction or contract.
Lenders and Shareholders are most vulnerable.
Society depends entirely on law
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Shareholders
Controlling Groups (Internal Equity)
Outsider Shareholders (External Equity)
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Controlling Groups
If in Majority:
• Can protect their interest easily
• Needs monitoring
If in Minority:
• Can protect their interest easily
• Needs highest degree of monitoring
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Outsider Shareholders
Institutional Investors
• Have some means of protecting their interest but still require protection
Individual or General Public
• They require the greatest degree of protection, as they have virtually no means of
protecting their interest.
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Lenders
Institutional Investors• Have some means of protecting their interest through legal
documentation, are relatively at lower risk but still require protection
Individual or General Public• They require the greatest degree of protection, as they have
virtually no means of protecting their interest.
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Society at Large• Government (Taxes, Law and Order)• Clients (Value for money)• Community (Social Rights)
How do we ensure that these stakeholders get their dues?
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Corporate Hierarchy
1. Shareholders2. Management Board of Directors CEO Senior Managers3. Employees
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Key Players
• Shareholders (Voting power)
• Board of Directors (Represents interests)
• CEO (Delegated executive powers)
• Senior Managers (Delegated executive powers)
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Scope of Corporate Governance
Stakeholders Objectives / interests Tools / Techniques
Shareholders Sustainable growth in net worth
General ManagementLegal frame workProfessional CodesIndustrial practices
Lenders Security / timely interest payments
Employees Continued employment at good terms
Business Associates
Continued business at good terms
Society Good citizenship by the company
Collective Interest of all stakeholders
Continued profitable existenceStrategic ManagementRisk Management
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Ind
ivid
ual
Inte
rest
s
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Different Board Types: The Good, Bad, and Ugly
‘Yes-men’ Board‘Rubber Stamp’
Board
‘Country Club’ Board
‘Good Old Boys’ Board
‘The Real Thing’
‘Paper’ Board
?‘Trophy’ Board
Responsibilities of the Board • Oversight (Watchful and Responsible)• Directional• Advisory
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The Oversight Function
Approving and monitoring Company’s Strategic Plans.
Approving annual budgets and plans.
Engaging outside auditors.
Ensuring integrity of financial statements
Review of major operational activities.23
The Directional Functions
Setting Mission Statement, Vision Statement and Value Statement.
Appointment of CEO / Senior Managers
Planning for succession of these managers as well as outside directors
Appointing various committees
Prescribing code of conduct for the management.24
The Advisory Function
General guidance to management.
What is happening in the rest of the world.
Specialized input in certain areas
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Responsibilities of CEO & Senior Management
Operating the company in an effective and ethical manner.
Drawing the strategic plans
Drawing annual plans and budgets
Selection of managerial and other staff
Identifying business risks
Financial reporting
Internal Controls
Code of Conduct for all staff26
Issues in Corporate Governance
1. Distinguish the role of board and management2. Composition of the board and related issues3. Separation of the roles of CEO and Chairperson4. Should the board have committees5. Appointment to the Board and Directors re-election6. Director’s and executives remuneration7. Discloser of audit8. Protection of shareholder’s right9. Dialogue with institutional shareholders10. Should investors have a say in making a company “Socially responsible corporate citizen.
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Tools Available
Composition of the Board
Independence
Committees
Incentives
External Help
Government Intervention
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Distinguish the roles of Board and Management
Board
• Select, decide the remuneration and evaluate and when necessary changes CEO
• Oversee the conduct of the company• Review and where necessary approve
companies plans and objectives• Render advice• Identify and recommend candidates
to shareholders for selecting as BOD• All other functions required by law
• Day to day affairs• Mangement of the company• Prepare
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Composition of the Board
The Board should not represent interests alone.
Experienced and qualified practitioners
Pool of talent – covering all areas
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Independence
• Independent from those who appointed them (?)
Management Stakeholders• No special interests (linked directorships)• Meeting in absence of CEO or Chairman
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The Concept of Independent Directors
Relatively a new concept in Pakistan
Only public sector companies have tried it
Private sector companies rarely appoint independent directors
No pool of professional directors available
Regulators trying to popularize the concept 32
The Role of Independent Directors
Providing Independent Professional View point
Protecting the interest of all stakeholders
Serving on Independent Committees
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Committees
• Audit Committee
• CG Committee
• Other Committees
• Ad hoc Committees (e.g. investigation)
• Permanent Committees (e.g. HR)
• Remuneration Committee
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Functions of C G Committee
Compliance with CG Regulations
Nominating Independent directors
Monitor and Safeguard the independence of directors
Review of all information to the Board from Management
Drawing up CG Policy and processes35
Incentives to the Board
Financial (Carrots)
Others (Carrots)
Legal Obligations (Sticks)
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CG as a Field of Study
• CG has existed for as long as companies have existed.• But as a field of study it is less than 70 years old.• Last 40 years:
• A lot of activity in this field.• Codes, reports and laws have come out.• Number of research papers and theories have evolved.
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Approaches to Corporate Governance
There are three essentially approaches to governing a company:
• Shareholder’s Approach• Stakeholder’s Approach• Enlighten Shareholder’s Approach
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Shareholder’s Approach to CG
• Board of Directors of a company should govern the company in the best interest of its shareholders – the owners of the company
• According to this approach, “Board should formulate policies that aim at maximizing the shareholder’s value often at the expense of other stakeholders.• A company can improve its profits by paying poor wages to its workers. The
interest of shareholders will be served at the expense of employees.• A company can have more profits for its shareholders by not paying taxes.
The interest of owner’s will be served at the expense of other stakeholders.
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Stakeholder’s approach to CG
• According to this school of thoughts
• Board of directors should formulate policies that provide for
equal care of interest of all stakeholders
• Not practical because,
• Board of directors are elected by and accountable to
shareholders. 40
Enlightened Shareholders Approach
• This approach is between the above discussed two approaches• It requires that Board of Directors to work for the best interest of
shareholder’s, but without misappropriating the interests of other stakeholders.
• This approach keeps balance between owners and stakeholders
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Which one is the Best Approach
• Shareholder’s Approach
• Stakeholder’s Approach
• Enlightened Shareholders Approach
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Corporate Wrongs
• Loss of ethics• Earnings became every thing.• Ineffective boards, smart executives.• Huge remunerations for executive directors.• Greed leading to disparity among senior managers and other employees.• Short term goals and considerations.• Collusion between directors and auditors.• Pressure from institutional investors• Loss of interest by small investors in big companies.• In Pakistan, family control of companies.
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Some Scandals in USA
• WorldCom• Overstatement of profits by $3.8
billion• Adelphia Communications
• Illegal loan to founder• Enron
• Gross misuse of power by directors• Waste Management Inc.
• Overstatement of earnings by $17 billion over 6 yrs.
• Tyco• Evasion of sales tax on personal
purchases.• Peregrine Systems
• Overstatement of earnings by $100 million.
• Imclone Systems• Insider trading by CEO
• Rite Aid• Accounting and securities fraud.
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Some Scandals in UK
• BCCI – Bank of Credit and Commerce International • Improper accounting and policies
• Barings Bank • Ineffective internal controls, $1.4 billion loss
• Mirror Group• Gross misappropriation of funds including pensions
• Polly Peck• Diversion of funds to personal use.
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Some Scandals in Pakistan
• Crescent Bank
• Islamic Investment Bank
• Bankers Equity
• Pakistan Steel Mills
• Indus Bank
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