Chapter - 5 Corporate Governance – Analysis & Interpretation of Selected Industry Group Companies “The momentum of globalization is rapidly picking up. Competition in business and trade is intensifying at an incredible pace. Technological and market forces are throwing ever never economic challenges from the furthest corners of the globe. Every business enterprise is striving to run faster to safeguard its competitive standing in the constantly realigning global marketplace. This zeal needs to be tempered by the sobering values of business ethics and the enlightened fulfillment of corporate social responsibility.” - Y.C. Deveshwar, Chairman, ITC Ltd.
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Chapter - 5
Corporate Governance – Analysis & Interpretation of Selected
Industry Group Companies
“The momentum of globalization is rapidly picking up. Competition in
business and trade is intensifying at an incredible pace. Technological
and market forces are throwing ever never economic challenges from
the furthest corners of the globe. Every business enterprise is striving
to run faster to safeguard its competitive standing in the constantly
realigning global marketplace. This zeal needs to be tempered by the
sobering values of business ethics and the enlightened fulfillment of
corporate social responsibility.”
- Y.C. Deveshwar, Chairman,
ITC Ltd.
111
In this Chapter, the researcher selected 50 listed companies for the financial
years 2006-07, 2007-08 and 2008-09 in order to analyze the structures and
processes for Corporate Governance followed by the Indian Corporate Houses
and their effectiveness in terms of substance and quality of disclosures on
corporate governance in the Annual Reports of the financial years 2006-07, 2007-
08 and 2008-09.
The following issues have been framed for the purpose of the study by the
researcher:
1. Did the Companies comply with all disclosure norms (both statutory and
non statutory) as required by the Clause 49 of the Listing Agreement as also
by the Companies Act, 1956? (Transparency and Disclosure)
2. What is the position of the Chairperson and Executive Director in
Companies? Is the post of Chairperson separate from the post of Executive
Director? (Board Independence & Chairperson - CEO Duality)
3. Has the requirement of Clause 49 of the Listing Agreement in respect of
minimum number of independent directors in the boards been maintained?
(Board Independence & Chairperson - CEO Duality)
4. What are the Structure, Strength and Size of the Company’s board of
Directors? (Structure & Strength of the Board)
5. Is there any disclosure, in the annual report of the companies, regarding
Certificate obtained from the Practicing Company Secretary or the
Authorized person as regards to Corporate Governance & Secretarial Audit?
(CG & Auditor’s Certificate)
6. Are there adequate disclosures about appointment of Independent directors
in various board committees in annual reports by the companies?
(Appointment of Independent directors – Board Committees)
7. Are there adequate disclosures about matters related to stakeholders Value
Enhancement like Earning per Share (EPS), Dividend, payment to debenture
– deposit holders, payment of taxes etc.? (Stakeholders Value Enhancement)
8. Is there adequate disclosure regarding effectiveness of board of directors in
terms of percentage of meetings attended by the Independent Directors in
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various board committee meetings? (Effectiveness of BOD)
9. Are there adequate disclosures regarding Board Systems and Procedures in
relation to pre-meeting matters, number of meetings, code of conduct,
compliance officer etc.? (Board Systems & Procedures)
10. Did the companies disclose information about formation of Audit
committee? Did the companies comply with the minimum number of
independent directors in the Audit committee? Did the companies disclose
the information related to internal audit, meetings of the committee etc.?
(Board Committees – Audit Committee)
11. Did the companies disclose information regarding formation of Investor /
Shareholder grievance committee? Did the companies disclose in the annual
report, information related to shareholder complaints received and resolved
during the year? (Board Committees – Shareholder Grievance Committee)
12. Are there adequate disclosures of remuneration policy and remuneration of
directors in the annual reports? (Remuneration to BOD & its policy)
13. Are there adequate disclosures about the Social Activities undertaken by the
companies under the head of Corporate Social Responsibility (CSR)?
In light of the above issues enumerated, researcher has examined the Corporate
Governance practices followed by the selected 50 listed companies as disclosed
in their annual reports for the financial year 2006-07, 2007-08 and 2008-09 on the
following parameters. On the base of the following parameters, researcher
constructed CORPORATE GOVERNANCE INDEX. Each parameter has certain
weightage. This weightage was assigned on the basis of Company Secretaries’
Response, which was collected as primary data. A corporate governance index has been developed and constructed by the
researcher to understand the practices of corporate governance within the
capital market. The researcher has examined the Corporate Governance practices
followed by the selected 50 listed companies as disclosed in their annual reports
for the financial year 2006-07, 2007-08 and 2008-09 on the following parameters.
On the base of the following parameters, the researcher constructed a
CORPORATE GOVERNANCE INDEX. Each parameter had certain weightage.
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The 100 score was assigned to various parameters on the basis of 100 Company
Secretaries’ Responses, which was collected as primary data, through a
questionnaire (question number 27 - page number 315). The data were averaged
and a weightage of appropriation was distributed accordingly. For example,
Transparency and Disclosure parameter, the respondents provided an average
score of 12 out of 100. Similarly, the respondents gave an average score of 10 out
of 100 for corporate social responsibility; and so on for other parameters. This
provided the basis for developing the Corporate Governance Index.
Table 5.1 Corporate Governance Index – Parameters Sr. No. Corporate Governance Index - Parameters Abbreviation
Used Score
1 Transparency & Disclosures T & D 12 2 Corporate Governance & Auditor's Certificate CG & AC 10 3 Structure & Strength S & S 10 4 Board Independence & Chairperson – Executive Director Duality BI 10 5 Appointment of Independent Director – Board Committee Apt. ID 8 6 Stakeholder Value Enhancement Stk VE 6 7 Effectiveness of Board of Directors E of BOD 8 8 Board Systems and Procedure BS&P 8 9 Board Committees - Audit Committee BC-AC 8 10 Board Committees - Shareholder Grievance Committee BC- SGC 5 11 Remuneration to Board of Directors & its Policy Rem BOD 5 12 Corporate Social Responsibility CSR 10 Corporate Governance Index CGI 100 (For sub parameters detailed disclosures: Appendix 3 -49) 5.1 Transparency & Disclosure
Transparency and Disclosure is of the utmost importance to corporate
governance in any company. The effectiveness of the corporate governance
principles and practices would depend upon strong management information
system, active role of board committees, proper internal control systems and
procedures. Therefore it is imperative for every corporate house to give
adequate, full and transparent disclosures of all information relating to business
and its performance on a real time basis.
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In this Transparency and Disclosure parameter, the Researcher has considered
the following sub-parameters: Table 5.2 Transparency & Disclosures – Parameters
Parameters Sub-Parameters Highest Score
Total Score
Subsidiaries 5 Third Party Transactions Supply Chain Related Information 5
10
Annual General Meetings 3 Industry Information 4 Shareholders' Information 9 Stock Exchange 4 Company's Financial Performance 3 Company Operations Related Informations 6
Check List
Officers 3
32
Quarterly Results 1 Presentation made to Institutional investors or the analysts 1 Publications in Newspaper 1 Official News Releases on website 1 Analysis on Website 1 Annual Report 1
Means of Communication
Other Means to communicate with Shareholders 1
7
Debt Recovery Informations 2 Disclosures in annual Report Disclosures of Cases in Court 2
4
Information Updation on EDIFAR 2 Information Updation & Financial Performance Disclosure
Management Analysis & Financial Performance on website 5
7
Total Score of Transparency & Disclosure Parameter 60 Final weightage in Corporate Governance Index (60/5= 12) 12
5.1.1 Third Party Transactions
In third party transactions, the researcher has considered two sub- parameters.
Subsidiaries informations disclosures
Supply Chain Related Informations
If both the informations are disclosed by the company, then the researcher has
assigned maximum 10 score to the company. If only individual information is
disclosed by the company, then a 5 score is assigned to the company. If none of
the information is disclosed by the company, then the company scores a 0. Table 5.3 Third Party Transactions – Parameters
Parameter Sub – Parameters Highest Score
Total Score to Third Party Transactions
Subsidiaries 5 Third Party Transactions Supply Chain Related Information 5
10
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Table 5.4 Third Party Transactions – Score Sector Third Party Transactions ( 10 ) Sr.
No. Company Name 06-07 07-08 08-09 AVG % 1 Allahabad Bank Ltd. Banking 5 5 10 6.67 67 2 Bank of Rajashthan Ltd. Banking 10 10 10 10.00 100 3 Bank of India Ltd. Banking 10 10 10 10.00 100 4 Bank of Baroda Ltd. Banking 10 10 10 10.00 100 5 Bank of Maharashtra Ltd. Banking 10 10 10 10.00 100 6 ICICI Bank Ltd. Banking 10 10 10 10.00 100 7 Axis Bank Ltd. Banking 10 10 10 10.00 100 8 State Bank of India Ltd. Banking 10 10 10 10.00 100 9 IDBI Bank Ltd. Banking 10 10 10 10.00 100
In the banking sector, only Allahabad Bank showed a variation. In fact it
improved its score in year 2008-09. In general all the other selected banks were
seen fulfilling compliance.
In the BSE30 group companies sector, the selected companies were seen fulfilling
compliance except NTPC Ltd, Tata Steel and Reliance Infrastructure Ltd. which
showed a decline in their position due to non disclosure of subsidiary company
information.
In the FMCG sector, all the selected companies were seen fulfilling compliance.
In the IT sector, all the selected companies were seen fulfilling compliance.
In the pharmaceutical sector, there was mixed observation. While some
companies were seen fulfilling compliance, others like Glenmark
Pharmaceuticals Ltd. and GlaxoSmithKline Pharma Ltd. showed a decline due
to non disclosure of supply chain information, whereas Ipca Laboratories Ltd.
and Torrent Pharmaceuticals Ltd. showed a decline due to non disclosure of
subsidiary company information. On the other hand, Dr. Reddys Laboratories
Ltd. showed an upgradation due to disclosure of supply chain information.
5.1.2 Check List
In the check list parameter, the researcher has considered seven sub- parameters.
And each sub-parameter has certain information disclosures. For each such
disclosure, 1 score is assigned.
Table 5.5 Check List - Parameters Rating Parameters
Check List (Sub-
Parameters) Information Disclosures
If the information
is not disclosed
If the information is disclosed
Total Rating for Parameters
No. of General Body Meetings 0 1 Details of AGM - Time, Place, Date 0 1 -Annual
General Meetings
Special Resolutions put through postal Ballot in the last financial year and details of Voting Pattern 0 1
3
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Rating Parameters Check List
(Sub- Parameters)
Information Disclosures If the
information is not
disclosed
If the information is disclosed
Total Rating for Parameters
Industry Structure & Development 0 1 Risks and concerns 0 1 Opportunities & Threats 0 1
- Industry Information
Outlook 0 1
4
Distribution of Shareholding 0 1 Categories of Shareholding as per the format prescribed in Clause 35 0 1 Top ten shareholders 0 1 Change in Equity during the FY 0 1 Outstanding ADRs/GDRs/Warrants 0 1 Convertible conversion date and likely impact on Equity 0 1 Registrar and Transfer Agent - Address, Phone, Fax and E-mail 0 1 Dividend payment date 0 1
- Shareholders' Information
Share transfer system/ Dematerialization and liquidity 0 1
9
Financial year 0 1 Date of Book Closure 0 1 Listing of Stock Exchanges 0 1
- Stock Exchange
Stock Code 0 1
4
Market Price Data for each Month of last Financial Year 0 1 Performance in comparison of board based indices 0 1
Company's Financial Performance Discussion on Financial
performance with respect to operational performance 0 1
3
Plant Location 0 1 Address for correspondence 0 1 Product disclosure about segment-wise information-financial as well as operating details 0 1 Status of projects announced /approved/money raised 0 1 Internal Control systems and their adequacies 0 1
Company Operations Related Information
Details on developments like R&D, restructuring etc. 0 1
6
Compliance Officer 0 1 Transcript of conference/meeting with analysts. 0 1
Officers Reporting on conciliation of accounts with GAAP (if applicable) or other Indian accounting standards 0 1
3
Total 32
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Table 5.6 Check List – Score Sector Check List ( 32 ) Sr.
No. Company Name 06-07 07-08 08-09 AVG % 1 Allahabad Bank Ltd. Banking 27 27 30 28.00 87.50 2 Bank of Rajashthan Ltd. Banking 29 29 30 29.33 91.67 3 Bank of India Ltd. Banking 29 29 32 30.00 93.75 4 Bank of Baroda Ltd. Banking 30 30 32 30.67 95.83 5 Bank of Maharashtra Ltd. Banking 29 29 30 29.33 91.67 6 ICICI Bank Ltd. Banking 30 30 31 30.33 94.79 7 Axis Bank Ltd. Banking 30 30 31 30.33 94.79 8 State Bank of India Ltd. Banking 32 32 28 30.67 95.83 9 IDBI Bank Ltd. Banking 31 31 30 30.67 95.83
In the banking sector, there was a consistency of 93.23% of the prescribed
checklist. The highest was shown by SBI and IDBI and the lowest by Allahabad
Bank.
In the BSE30 group companies sector, there was a consistency of 96.25% of the
prescribed checklist. The highest was shown by Tata Steel Ltd. and the lowest by
Oil & Natural Gas Corporation Ltd as well as Larsen & Toubro Ltd.
In the FMCG sector, there was a consistency of 93.65% of the prescribed
checklist. The highest was shown Pidilite Industries Ltd. and the lowest by
Nestle India Ltd.
In the IT sector, there was a consistency of 95.52% of the prescribed checklist.
The highest was shown CMC Ltd. and the lowest by Mindtree Ltd.
In the pharmaceutical sector, there was a consistency of 95.21% of the prescribed
checklist. The highest was shown Cipla Ltd.and the lowest by Torrent
Pharmaceuticals Ltd. and Divi's Laboratories Ltd.
5.1.3 Means of Communication:
In Means of Communication parameter, the researcher has considered the
following seven means of Communication. If such means of communication to
the shareholders are used by the company then a score of 1 is assigned for each
mean used. Table 5.7 Means of Communication – Parameters
Means of Communication If not used as means of communication than 0 If used then 1
Quarterly Results 0 1 Presentation made to Institutional investors or the analysts 0 1 Publications in Newspaper 0 1 Official News Releases on website 0 1 Analysis on Website 0 1
Annual Report 0 1 Other Means to communicate with Shareholders 0 1 Total 7
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Table 5.8 Means of Communication – Score Means of Communication ( 7 ) Sr.
No. Company Name Sector 06-07 07-08 08-09 AVG %
1 Allahabad Bank Ltd. Banking 4 4 3 3.67 52.38 2 Bank of Rajashthan Ltd. Banking 6 6 3 5.00 71.43 3 Bank of India Ltd. Banking 5 6 4 5.00 71.43 4 Bank of Baroda Ltd. Banking 4 4 4 4.00 57.14 5 Bank of Maharashtra Ltd. Banking 3 3 4 3.33 47.62 6 ICICI Bank Ltd. Banking 5 5 5 5.00 71.43 7 Axis Bank Ltd. Banking 4 4 6 4.67 66.67 8 State Bank of India Ltd. Banking 6 6 6 6.00 85.71 9 IDBI Bank Ltd. Banking 4 4 6 4.67 66.67
Source of Variation SS df MS F P-value F crit Between Groups 1.588088889 4 0.3970222 2.300474991 0.0732804 2.5787392 Within Groups 7.766222222 45 0.1725827 Total 9.354311111 49
Interpretation
Here, Ftabulated >Fcalculated and p-value = 0.07328, which is insignificant, therefore
the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion
The researcher has concluded that since Ho is accepted, the Transparency &
Disclosure Parameter is consistent in all the select 5 sectors.
5.2 Corporate Governance (CG) & Auditor's
Certificate
A company shall obtain a certificate from its Auditors regarding compliance of
all requirements of corporate governance as stipulated by the Companies Act,
1956 and SEBI Regulations. Therefore this certificate is no less important than the
statutory audit report. In this research study, the researcher has considered two
sub-parameters to determine the authenticity of the Company’s procedures and
practices which are as follows: Table 5.15 Corporate Governance (CG) & Auditor’s Certificate – Parameters Sub – Parameters Score Certificate on Corporate Governance by the Practicing Company Secretary 5 Secretarial Audit other than SEBI audit 5
Source of Variation SS df MS F P-value F crit Between Groups 43.88888889 4 10.97222 2.216334165 0.082263 2.578739 Within Groups 222.7777778 45 4.950617 Total 266.6666667 49
Interpretation:
Here, Ftabulated >Fcalculated and p-value = 0.082263, which is insignificant, therefore
the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, Corporate Governance
(CG) & Auditor's Certificate Parameter is consistent in all the select 5 sectors.
5.3 Structure and Strength of the Board
Companies reveal the existence and operations of the various board committees
in companies in their annual reports. The structure and strength of the Board of
Directors is decided on the basis of existence of the following committees in the
company.
Table 5.19 Structure & Strength of the Board - Parameters Sub-parameters Score Existence of Audit Committee 2.5 Existence of Shareholder’s Grievance Committee 2.5 Existence of Nomination Committee 2.5 Existence of Remuneration Committee 2.5
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Table 5.20 Structure & Strength of the Board - Score Sector Structure and Strength of the Board (10) Sr.
No. Company Name 06-07 07-08 08-09 AVG % 1 Allahabad Bank Ltd. Banking 5 7.5 10 7.50 75.00 2 Bank of Rajashthan Ltd. Banking 7.5 7.5 7.5 7.50 75.00 3 Bank of India Ltd. Banking 5 5 7.5 5.83 58.33 4 Bank of Baroda Ltd. Banking 5 10 5 6.67 66.67 5 Bank of Maharashtra Ltd. Banking 5 5 5 5.00 50.00 6 ICICI Bank Ltd. Banking 7.5 7.5 7.5 7.50 75.00 7 Axis Bank Ltd. Banking 10 10 10 10.00 100.00 8 State Bank of India Ltd. Banking 5 5 7.5 5.83 58.33 9 IDBI Bank Ltd. Banking 5 5 5 5.00 50.00
Source of Variation SS Df MS F P-value F crit Between Groups 18.34548611 4 4.586372 0.807792274 0.526771 2.578739 Within Groups 255.4947917 45 5.677662 Total 273.8402778 49
Interpretation:
Here, Ftabulated >Fcalculated and p-value = 0.526771, which is insignificant, therefore
the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
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Conclusion:
The researcher has concluded that since Ho is accepted, the Board Independence
& CEO Duality Parameter is consistent in all the select 5 sectors.
5.5 Appointment of Independent Directors in various
Board Committees
Good Corporate Governance practice requires that a majority of the non –
executive directors should be independent of management and free from
business or other relationship, which would otherwise materially interfere with
the exercise of their independent judgment. Besides, they should be the financial
experts as members of the audit committee. The four committees consist of audit
committee, shareholders’ grievance committee, remuneration committee and
nomination committee.
If there is no independent director in either of the four committees, then a 0 score
is assigned to the company, for that committee, else a maximum score of 2 is
assigned for that committee; taking the maximum available score as 8 for all four
committees. The researcher has assigned a maximum score of 2 for companies
which have appointed maximum percentage of independent directors in their
each board committee, and used this as a base for allocation for the rest of the
companies. Table 5.26 Appointment of Independent Directors in Board Committees -
Score Appt. of Ind. Directors - Board
Committee (8) Sr. No. Company Name Sector
06-07 07-08 08-09 AVG % 1 Allahabad Bank Ltd. Banking 2.60 3.73 6.53 4.29 53.61 2 Bank of Rajashthan Ltd. Banking 4.93 4.48 5.43 4.95 61.83 3 Bank of India Ltd. Banking 1.73 1.33 1.83 1.63 20.42 4 Bank of Baroda Ltd. Banking 2.43 6.17 4.50 4.37 54.56 5 Bank of Maharashtra Ltd. Banking 0.80 0.86 3.76 1.80 22.56 6 ICICI Bank Ltd. Banking 5.00 4.80 5.00 4.93 61.67 7 Axis Bank Ltd. Banking 5.00 5.03 2.83 4.29 53.61 8 State Bank of India Ltd. Banking 2.33 2.93 1.26 2.17 27.18 9 IDBI Bank Ltd. Banking 1.33 2.53 1.67 1.84 23.06
Very few companies were able to score more than 70%, the aggregate average of
the selected 50 companies was 45.21% Among the sectors, banking showed a
score of 44.86%, BSE30 group of companies managed 43.41%, FMCG scored
44.96%, IT scored 47.64% whereas pharmaceuticals was at 45.15%. The top
scorers were HDFC Bank Ltd., Reliance Communications Ltd., and Infosys
Technology Ltd. which scored more than 70%. So it can be noticed that the
142
FMCG sector and the pharmaceutical sector do not have companies which can
manage to be in the top slot of the prescribed parameter. Table 5.27 Summary Statistics of Appointment of Independent Directors in Board Committees - Score Banking BSE 30 Group Companies FMCG IT Pharmaceuticals Mean 3.59 3.47 3.60 3.81 3.61 Median 4.29 3.20 3.44 3.92 3.30 Mode 4.29 NA 3.44 NA 4.67 Standard Deviation 1.54 1.39 1.14 1.28 1.14 X- Value 2.05 2.09 2.46 2.53 2.48 Y- Value 5.13 4.86 4.74 5.09 4.75 Sample Variance 2.37 1.92 1.30 1.63 1.29 Range 3.98 3.90 3.58 3.87 3.82 Minimum 1.63 1.97 2.00 1.76 1.73 Maximum 5.61 5.87 5.58 5.62 5.56
The average Appointment of Independent Directors in various Board
Committees score of banking sector is 3.59 and the Standard Deviation is 1.54,
hence Appointment of Independent Directors in various Board Committees
parameter is varying in 2.05 to 5.13 ranges around the average score for the
banking sector.
The average Appointment of Independent Directors in various Board
Committees parameter score of BSE30group companies sector is 3.47 and the
Standard Deviation is 1.39, hence Appointment of Independent Directors in
various Board Committees parameter is varying in 2.09 to 4.86 ranges around
the average score for the BSE30 group companies sector.
The average Appointment of Independent Directors in various Board
Committees parameter score of FMCG sector is 3.60 and the Standard Deviation
is 1.14, hence Appointment of Independent Directors in various Board
Committees parameter is varying in 2.46 to 4.74 ranges around the average score
for the FMCG sector
The average Appointment of Independent Directors in various Board
Committees parameter score of IT sector is 3.81 and the Standard Deviation is
1.28, hence Appointment of Independent Directors in various Board Committees
parameter is varying in 2.53 to 5.09 ranges around the average score for the IT
143
sector.
The Appointment of Independent Directors in various Board Committees
parameter score of pharmaceutical sector is 3.61 and the Standard Deviation is
1.14, hence Appointment of Independent Directors in various Board Committees
parameter is varying in 2.48 to 4.75 ranges around the average score for the
pharmaceutical sector.
From the above data it is clearly seen that the highest variation is for banking on
Appointment of Independent Directors in various Board Committees parameter
and the least variation is for FMCG and pharmaceutical sector.
Ho: Appointment of Independent Directors in various Board Committees
Score is consistent among all five sectors
H1: Appointment of Independent Directors in various Board Committees
Score is not consistent among all five sectors
Procedure: Above hypothesis is tested using one way analysis of variance. Table 5.28 Anova Table - Appointment of Independent Directors in Board Committees - Score ANOVA Source of Variation SS df MS F P-value F crit
Between Groups 0.596802827 4 0.1492007 0.087606309 0.9858633 2.5787392 Within Groups 76.63867924 45 1.7030818 Total 77.23548207 49
Interpretation:
Here, Ftabulated >Fcalculated and p-value = 0.9858633, which is insignificant, therefore
the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, the Appointment of
Independent Directors in various Board Committees Parameter is consistent in
all the select 5 sectors.
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5.6 Stakeholder Value Enhancement
Good Corporate Governance does not include only share holders, but also other
stake holders such as banks, deposit holders and various others. The researcher
has considered the following stakeholders for value enhancement and has
assigned scores accordingly. Table 5.29 Stakeholder Value Enhancement - Parameters
Stakeholder Value Enhancement If Yes, then assigned score 1
If No, then assigned score 0.
Banks are paid on time 1 0 Deposit holders or debentures holders where paid on time
1 0
Company is regular in payment of taxes 1 0 Supply Chain management Investor Relations officer is appointed
1 0
Stakeholder Transactions If Yes, then assigned score 0
If No, then assigned score 1
Company is default in payment of taxes 0 1 Current projects are running time/cost over runs 0 1 Table 5.30 Stakeholder Value Enhancement - Score
Stakeholder Value Enhancement (6) Sr. No. Company Name Sector
06-07 07-08 08-09 AVG %
1 Allahabad Bank Ltd. Banking 5 5 3 4.33 72.22 2 Bank of Rajashthan Ltd. Banking 5 5 5 5.00 83.33 3 Bank of India Ltd. Banking 6 6 3 5.00 83.33 4 Bank of Baroda Ltd. Banking 5 5 3 4.33 72.22 5 Bank of Maharashtra Ltd. Banking 5 5 5 5.00 83.33 6 ICICI Bank Ltd. Banking 5 5 6 5.33 88.89 7 Axis Bank Ltd. Banking 5 5 6 5.33 88.89 8 State Bank of India Ltd. Banking 5 5 3 4.33 72.22 9 IDBI Bank Ltd. Banking 5 5 5 5.00 83.33
In the sub parameter of Banks being paid on time, all the sectors were in
compliance to the time limit.
In the sub parameter of Deposit holders or debentures holders were paid on
time, all the sectors were in compliance to the time limit.
In the sub parameter of the Company being regular in payment of taxes, in the
FY 2006-07 and 2007-08, all the 50 companies were in compliance. In the FY 2008-
09, 41 companies of the targeted 50 companies were in compliance. Of the
remaining 9 companies which are non-regular taxpaying companies, 06 belong
to the banking sector, 02 belong to the BSE30 group of companies, 01 belongs to
IT sector and none belong to the pharmaceutical sector and FMCG sectors.
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In the sub parameter of the Supply Chain management information and where
Investor Relations officer is appointed, in the FY 2006-07 and FY 2007-08, only 3
companies appointed an Investor Relations officer. In the FY 2008-09, this rose to
a figure of 21.
In the sub parameter where the Company is default in payment of taxes, all
selected companies have been paying taxes for the select 3 FYs.
In the sub parameter where the Current projects are running time/cost over
runs, 12 companies are lagging behind their scheduled targets in the FY 2008-09.
The BSE30 group of companies sector is far behind with 6 companies which have
not completed their respective targets.
Table 5.31 Summary Statistics of Stakeholder Value Enhancement Score Banking BSE 30 Group Companies FMCG IT Pharmaceuticals Mean 4.80 4.93 4.93 4.93 5.00 Median 5.00 5.00 5.00 5.00 5.00 Mode 4.33 5.00 4.67 5.00 5.00 Standard Deviation 0.42 0.44 0.26 0.26 0.22 X- Value 4.38 4.49 4.67 4.67 4.78 Y- Value 5.22 5.37 5.20 5.20 5.22 Sample Variance 0.18 0.19 0.07 0.07 0.05 Range 1.00 1.67 0.67 0.67 0.67 Minimum 4.33 4.00 4.67 4.67 4.67 Maximum 5.33 5.67 5.33 5.33 5.33
The average Stakeholder Value Enhancement score of banking sector is 4.80 and
the Standard Deviation is 0.42, hence Stakeholder Value Enhancement parameter
is varying in 4.38 to 5.22 ranges around the average score for the banking sector.
The average Stakeholder Value Enhancement parameter score of BSE30group
companies sector is 4.93 and the Standard Deviation is 0.44, hence Stakeholder
Value Enhancement parameter is varying in 4.49 to 5.37 ranges around the
average score for the BSE30 group companies sector.
The average Stakeholder Value Enhancement parameter score of FMCG sector is
4.93 and the Standard Deviation is 0.26, hence Stakeholder Value Enhancement
parameter is varying in 4.67 to 5.20 ranges around the average score for the
147
FMCG sector
The average Stakeholder Value Enhancement parameter score of IT sector is 4.93
and the Standard Deviation is 0.26, hence Stakeholder Value Enhancement
parameter is varying in 4.67 to 5.20 ranges around the average score for the IT
sector.
The Stakeholder Value Enhancement parameter score of pharmaceutical sector is
5.00 and the Standard Deviation is 0.22, hence Stakeholder Value Enhancement
parameter is varying in 4.78 to 5.22 ranges around the average score for the
pharmaceutical sector.
From the above data it is clearly seen that the highest variation is for
BSE30group companies on Stakeholder Value Enhancement parameter and the
least variation is for pharmaceutical sector.
Ho: Stakeholder Value Enhancement Score is consistent among all five sectors
H1: Stakeholder Value Enhancement Score is not consistent among all five
sectors
Procedure: Above hypothesis is tested using one way analysis of variance.
Table 5.32 Anova Table – Stakeholder Value Enhancement Score ANOVA Source of Variation SS df MS F P-value F crit Between Groups 0.213333333 4 0.0533333 0.477876106 0.751752 2.5787392 Within Groups 5.022222222 45 0.1116049 Total 5.235555556 49
Interpretation:
Here, Ftabulated >Fcalculated and p-value = 0.751752, which is insignificant, therefore
the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
148
Conclusion:
The researcher has concluded that since Ho is accepted, the Stakeholder Value
Enhancement Parameter is consistent in all the select 5 sectors.
5.7 Effectiveness of BOD
It is one of the good corporate governance principles that the Independent
directors should be part of all statutory board committees to bring the best
results for the company. The Board will be effective only when the independent
directors play their role by attending the board committee meetings. They would
consider the conflicting interest of the stakeholders and would try to give their
best to the company. So, the effectiveness of Board of directors lies upon the
independent directors. The four committees consist of audit committee,
shareholders’ grievance committee, remuneration committee and nomination
committee.
If the independent director of either of the four committees do not attend a
meeting, then a 0 score is assigned to the company, for that committee, else a
maximum score of 2 is assigned for that committee; taking the maximum
available score as 8 for all four committees. The researcher has assigned a
maximum score of 2 for companies whose independent director has attended
maximum meetings in their each board committee, and the researcher has used
this as a base for allocation for the rest of the companies. Table 5.33 Effectiveness of BOD - Score
Effectiveness of BOD Sr. No. Company Name Sector
06-07 07-08 08-09 AVG % 1 Allahabad Bank Ltd. Banking 4.00 5.21 4.38 4.53 56.66 2 Bank of Rajashthan Ltd. Banking 5.89 5.72 4.10 5.24 65.46 3 Bank of India Ltd. Banking 3.00 3.75 2.00 2.92 36.46 4 Bank of Baroda Ltd. Banking 1.93 7.34 6.58 5.28 66.04 5 Bank of Maharashtra Ltd. Banking 0.94 1.17 7.33 3.15 39.32 6 ICICI Bank Ltd. Banking 4.81 4.96 5.38 5.05 63.10 7 Axis Bank Ltd. Banking 6.67 6.75 4.00 5.81 72.57 8 State Bank of India Ltd. Banking 2.75 2.69 3.70 3.05 38.12 9 IDBI Bank Ltd. Banking 1.63 2.00 1.20 1.61 20.10
In the FY 2008-09, the attendances of independent director in committee wise
were as follows. The audit committee showed an 81.93% presence, the
shareholders grievance committee showed a 59.52% presence, the remuneration
committee showed a 47.09% presence and the nomination committee showed a
12.10% presence. Since the first two committees are mandatory, high presence is
observed, where as in some companies the latter two committees may not be
even formed, hence they show a less observation.
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In the banking sector, there was an effectiveness of 53.52% due to attendance by
the independent directors in the prescribed four committees. The highest was
shown by HDFC Bank Ltd. and the lowest by IDBI Bank Ltd.
In the BSE30 group companies sector, there was an effectiveness of 48.77% due
to attendance by the independent directors in the prescribed four committees.
The highest was shown by Reliance Communication Ltd. and the lowest by
ONGC Ltd.
In the FMCG sector, there was an effectiveness of 48.18% due to attendance by
the independent directors in the prescribed four committees. The highest was
shown by Dabur (India) Ltd. and the lowest by Colgate-Palmolive (India) Ltd.
In the IT sector, there was an effectiveness of 55.18% due to attendance by the
independent directors in the prescribed four committees. The highest was shown
by Infosys Technologies Ltd and the lowest by MphasiS Ltd.
In the pharmaceutical sector, there was an effectiveness of 54.72% due to
attendance by the independent directors in the prescribed four committees. The
highest was shown by Dr. Reddys Laboratories Ltd. and the lowest by Torrent
Pharmaceuticals Ltd.
Table 5.34 Summary Statistics of Effectiveness of BOD Score Banking BSE 30 Group Companies FMCG IT Pharmaceuticals Mean 4.28 3.86 3.85 4.41 4.38 Median 4.79 3.63 4.07 4.56 4.00 Mode NA NA NA NA 4.00 Standard Deviation 1.50 1.18 1.27 1.42 1.37 X- Value 2.78 2.67 2.58 2.99 3.01 Y- Value 5.79 5.04 5.13 5.84 5.74 Sample Variance 2.26 1.40 1.62 2.02 1.87 Range 4.58 3.57 3.68 4.63 4.62 Minimum 1.61 2.35 1.66 1.57 1.75 Maximum 6.19 5.92 5.34 6.19 6.37
The average Effectiveness of BOD score of banking sector is 4.28 and the
Standard Deviation is 1.50, hence Effectiveness of BOD parameter is varying in
2.78 to 5.79 ranges around the average score for the banking sector.
The average Effectiveness of BOD parameter score of BSE30group companies
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sector is 3.86 and the Standard Deviation is 1.18, hence Effectiveness of BOD
parameter is varying in 2.67 to 5.04 ranges around the average score for the
BSE30 group companies sector.
The average Effectiveness of BOD parameter score of FMCG sector is 3.85 and
the Standard Deviation is 1.27, hence Effectiveness of BOD parameter is varying
in 2.58 to 5.13 ranges around the average score for the FMCG sector
The average Effectiveness of BOD parameter score of IT sector is 4.41 and the
Standard Deviation is 1.42, hence Effectiveness of BOD parameter is varying in
2.99 to 5.84 ranges around the average score for the IT sector.
The Effectiveness of BOD parameter score of pharmaceutical sector is 4.38 and
the Standard Deviation is 1.37, hence Effectiveness of BOD parameter is varying
in 3.01 to 5.74 ranges around the average score for the pharmaceutical sector.
From the above data it is clearly seen that the highest variation is for banking
sector on Effectiveness of BOD parameter and the least variation is for BSE30
group companies sector.
Ho: Effectiveness of BOD Score is consistent among all five sectors
H1: Effectiveness of BOD Score is not consistent among all five sectors
Procedure: Above hypothesis is tested using one way analysis of variance.
Table 5.35 Anova Table – Effectiveness of BOD Score ANOVA Source of Variation SS df MS F P-value F crit Between Groups 3.126300196 4 0.781575 0.426432862 0.7887399 2.5787392 Within Groups 82.4769392 45 1.8328209 Total 85.60323939 49
Interpretation:
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Here, Ftabulated >Fcalculated and p-value = 0.7887399, which is insignificant, therefore
the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, the Effectiveness of BOD
Parameter is consistent in all the select 5 sectors.
5.8 Board Systems & Procedures
The Companies Act, Listing Agreement and SEBI guidelines specifically provide
the listed companies on how the Meetings should be conducted. The researcher
has considered procedure of meeting, teleconference meetings, attendance of
independent directors and compliance officer appointment & qualifications, as
well as written code of conduct for various levels of management. So, according
to the researcher, the Board systems and Procedures is an important aspect to be
considered.
Table 5.36 Board Systems & Procedures – Parameters Board Procedures If Yes, then
assigned score If No, then
assigned score Agenda and the Notes of the meetings being normally circulated before the meeting
1 0
Time gap between any two board meetings is more than four months
0 1
Tele-conferencing service available for the board meetings 0.5 0
If the independent directors of board of directors do not attend a board meeting,
then a 0 score is assigned to the company, else a maximum score of 3 is assigned
for that company. The researcher has assigned a maximum score of 3 for
companies whose independent director has attended maximum meetings in the
board meetings, and the researcher has used this as a base for allocation for the
rest of the companies.
For the appointment of compliance officer of the company, the researcher has
assigned the following scores: Company Secretary or any other official with CS
Qualification a score of 1; and for any other official without CS Qualification a
score of 0.
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If there is any written code of conduct for the following level of management a
score of 0.5 for each is allotted: Directors, Senior Management and Employees;
taking the maximum score to 1.5.
Thus the total score for board systems and procedures becomes 8.
Table 5.37 Board Systems & Procedures - Score
Board Systems and Procedure Sr. No. Company Name Sector
06-07 07-08 08-09 AVG % 1 Allahabad Bank Ltd. Banking 5.64 5.86 6.45 5.98 74.79 2 Bank of Rajashthan Ltd. Banking 6.43 5.39 5.18 5.67 70.82 3 Bank of India Ltd. Banking 6.01 6.00 5.44 5.82 72.71 4 Bank of Baroda Ltd. Banking 5.85 6.05 5.17 5.69 71.12 5 Bank of Maharashtra Ltd. Banking 5.27 5.62 6.77 5.88 73.55 6 ICICI Bank Ltd. Banking 5.17 6.44 6.13 5.91 73.89 7 Axis Bank Ltd. Banking 6.38 6.38 6.13 6.29 78.65 8 State Bank of India Ltd. Banking 5.27 5.35 4.90 5.17 64.66 9 IDBI Bank Ltd. Banking 6.83 6.56 5.92 6.44 80.50
All the 50 selected companies have declared the Agenda and the Notes of the
board meetings which are normally circulated before the board meetings, for all
the select 3 FYs. Hence the researcher has allotted a score of 1 to all companies.
None of the select 50 companies have a time gap of four months or more
between any two board meetings. They are in compliance to rule of Companies
Act 1956. Hence the researcher has allotted a score of 1 to all companies.
There were only 4 companies offering Tele-conferencing service for the board
meetings in the FY 2006-07. This rose to a figure of 5 in the FY 2007-08 and to a
figure of 11 in the FY 2008-09. Hence the researcher has allotted a score of 0.5 to
such companies.
The maximum percentage of attendance of independent directors attracts a score
of 3, and the rest is apportioned.
In the banking sector, there was an attendance of independent directors in the
BOD meetings to the tune of 68.34%. The highest was shown by HDFC Bank
Ltd. and the lowest by Bank of Maharashtra Ltd.
In the BSE30 group companies sector, there was an attendance of independent
directors in the BOD meetings to the tune of 70.65%. The highest was shown by
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Reliance Infrastructure Ltd. and the lowest by NTPC Ltd.
In the FMCG sector, there was an attendance of independent directors in the
BOD meetings to the tune of 77.16%.. The highest was shown by Nirma Ltd. and
the lowest by Nestle India Ltd.
In the IT sector, there was an attendance of independent directors in the BOD
meetings to the tune of 73.41%. The highest was shown by Patni Computer
Systems Ltd. and the lowest by MphasiS Ltd.
In the pharmaceutical sector, there was an attendance of independent directors
in the BOD meetings to the tune of 80.51%. The highest was shown by
GlaxoSmithKline Pharma Ltd. and the lowest by Ranbaxy Laboratories Ltd.
All 50 select companies have an appointed Compliance officer with C.S.
qualification, hence the researcher has assigned a 1 score.
All 50 select companies have a written code of conduct for the Directors and
Senior Management, so the researcher has assigned a score of 0.5 respectively for
each taking the sub score to 1.
In the FY 2006-07 and 2007-08, 15 companies had a written code of conduct for
the Employees; and in the FY 2008-09, 22 companies had a written code of
conduct for the Employees so the researcher has assigned a score of 0.5 to such
companies.
Taking into consideration the above four sub parameters, the total score reaches
a maximum of 8. In the banking sector, this total average score in percentage
was 74.17. In the BSE30 group companies sector, this total average score in
percentage was 78.16. In the FMCG sector, this total average score in percentage
was 81.85. In the IT sector, this total average score in percentage was 81.07. In the
pharmaceutical sector, this total average score in percentage was 83.53
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Table 5.38 Summary Statistics of Board Systems & Procedures Score Banking BSE 30 Group Companies FMCG IT Pharmaceuticals Mean 5.93 6.25 6.55 6.49 6.68 Median 5.90 6.38 6.50 6.41 6.61 Mode NA 6.38 NA NA NA Standard Deviation 0.40 0.43 0.41 0.58 0.44 X- Value 5.54 5.82 6.13 5.90 6.24 Y- Value 6.33 6.68 6.96 7.07 7.13 Sample Variance 0.16 0.18 0.17 0.34 0.20 Range 1.31 1.21 1.46 1.76 1.38 Minimum 5.17 5.47 5.95 5.66 5.99 Maximum 6.48 6.67 7.41 7.42 7.37
The average Board Systems & Procedures score of banking sector is 5.93 and the
Standard Deviation is 0.40, hence Board Systems & Procedures parameter is
varying in 5.54 to 6.33 ranges around the average score for the banking sector.
The average Board Systems & Procedures parameter score of BSE30 group
companies sector is 6.25 and the Standard Deviation is 0.43, hence Board
Systems & Procedures parameter is varying in 5.82 to 6.68 ranges around the
average score for the BSE30 group companies sector.
The average Board Systems & Procedures parameter score of FMCG sector is
6.55 and the Standard Deviation is 0.41, hence Board Systems & Procedures
parameter is varying in 6.13 to 6.96 ranges around the average score for the
FMCG sector
The average Board Systems & Procedures parameter score of IT sector is 6.49
and the Standard Deviation is 0.58, hence Board Systems & Procedures
parameter is varying in 5.90 to 7.07 ranges around the average score for the IT
sector.
The Board Systems & Procedures parameter score of pharmaceutical sector is
6.68 and the Standard Deviation is 0.44, hence Board Systems & Procedures
parameter is varying in 36.24 to 7.13 ranges around the average score for the
pharmaceutical sector.
From the above data it is clearly seen that the highest variation is for IT sector on
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Board Systems & Procedures parameter and the least variation is for banking
sector.
Ho: Board Systems & Procedures Score is consistent among all five sectors
H1: Board Systems & Procedures Score is not consistent among all five sectors
Procedure: Above hypothesis is tested using one way analysis of variance.
Table 5.39 Anova Table - Board Systems & Procedures Score ANOVA Source of Variation SS df MS F P-value F crit Between Groups 3.461379935 4 0.865345 4.114566975 0.0063226 2.5787392 Within Groups 9.464063777 45 0.2103125 Total 12.92544371 49
Interpretation:
Here, Ftabulated < Fcalculated and p-value = 0.0063226, which is significant, therefore
the null hypothesis (Ho) cannot be accepted i.e. the Ho is rejected.
Conclusion:
The researcher has concluded that since Ho is rejected, the Board Systems &
Procedures Parameter is not consistent in all the select 5 sectors.
5.9 Board Committees – Audit Committee
Audit Committee, being one of the mandatory board committees, is the main
pillar of corporate governance, the success or failure of which, largely depends
upon its effectiveness in the companies. There should be adequate disclosure of
audit committee charter and terms of reference in the annual report. There
should also be transparency in composition of audit committee, minimum
number of meetings, minimum number of independent directors and
appointment thereof etc.
If the proportion of independent directors in audit committee is below 66.67 %, a
score of 0 is assigned else a score of 1 is assigned. Similarly if the internal auditor
reports directly to the audit committee, a score of 1 is assigned else 0 is assigned.
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If there is any financial expert in the audit committee, a score of 1 is assigned;
else a score of 1 is assigned. If the audit committee looks forward for
minimization of risk in the company affairs, a score of 1 is assigned; else a score
of 0 is assigned.
If the independent directors of audit committee do not attend an audit
committee meeting, then a 0 score is assigned to the company, for that audit
committee, else a maximum score of 4 is assigned to the company for that audit
committee. The researcher has assigned a maximum score of 4 for companies
whose independent director has attended maximum meetings in the audit
committee meetings, and the researcher has used this as a base for allocation for
the rest of the companies. Thus the total score for audit committee becomes 8.
The number of independent directors above 66.67% in audit committees of the
select 50 companies for the FY 2006-07 was 46, and the deficit of the 4 companies
were among the banking sector which had 3 and 1 belonged to the IT sector. For
the FY 2007-08 the number was 44, and the deficit of the 6 companies was among
the banking sector which had 3, 2 belonged to the BSE30 group of companies
and 1 belonged to FMCG sector. In the FY 2008-09, there was no improvement
on the whole. There were 46 companies who had independent directors above
66.67% in audit committees. The non-compliant companies belonged to the
banking sector which had 3, where as 1 belonged to the BSE30 group of
companies.
During the 3 select FYs, all the select 50 companies had the internal auditor
reporting directly to the audit committee, so the researcher has assigned a score
of 1 to each.
160
The number of companies having financial expert in the audit committee during
the FY 2006-07 was 22, for the FY 2007-08 it was 26 and it improved to 48 during
the FY 2008-09. A score of 1 was assigned in that accordance.
Since all the companies’ audit committees look forward for minimization of risk
in the company affairs, a score of 1 is assigned to all of them.
In the banking sector, during the FY 2008-09, there was an average attendance of
75.16% by the independent directors of audit committee.
In the BSE30 group companies sector during the FY 2008-09, there was an
average attendance of 79.78% by the independent directors of audit committee.
In the FMCG sector, during the FY 2008-09, there was an average attendance of
78.36% by the independent directors of audit committee.
In the IT sector, during the FY 2008-09, there was an average attendance of
87.81% by the independent directors of audit committee.
In the pharmaceutical sector, during the FY 2008-09, there was an average
attendance of 88.54% by the independent directors of audit committee. This is
the highest among all the sectors.
Out of the total score of 8, the FMCG sector was leading with an average of 7.19,
followed by the pharmaceutical sector with 6.93. The BSE30 group companies
sector had an average score of 6.78, the IT sector had 6.67 and the banking sector
had an average score of 6.48 out of a maximum score of 8.
Table 5.41 Summary Statistics of Board Committees – Audit Committee Score Banking BSE 30 Group Companies FMCG IT Pharmaceuticals Mean 6.48 6.78 7.19 6.67 6.93 Median 6.87 6.89 7.29 6.81 6.73 Mode NA NA NA NA NA Standard Deviation 0.95 0.75 0.62 0.67 0.70 X- Value 5.53 6.03 6.58 6.00 6.23 Y- Value 7.43 7.53 7.81 7.33 7.63 Sample Variance 0.90 0.56 0.38 0.45 0.49 Range 2.67 2.24 2.09 2.51 2.27 Minimum 4.63 5.59 5.91 5.08 5.73 Maximum 7.30 7.82 8.00 7.59 8.00
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The average Board Committees – Audit Committee score of banking sector is
6.48 and the Standard Deviation is 0.95, hence Board Committees – Audit
Committee parameter is varying in 5.53 to 7.43 ranges around the average score
for the banking sector.
The average Board Committees – Audit Committee parameter score of
BSE30group companies sector is 6.78 and the Standard Deviation is 0.75, hence
Board Committees – Audit Committee parameter is varying in 6.03 to 7.53
ranges around the average score for the BSE30 group companies sector.
The average Board Committees – Audit Committee parameter score of FMCG
sector is 7.19 and the Standard Deviation is 0.62, hence Board Committees –
Audit Committee parameter is varying in 6.58 to 7.81 ranges around the average
score for the FMCG sector
The average Board Committees – Audit Committee parameter score of IT sector
is 6.67 and the Standard Deviation is 0.67, hence Board Committees – Audit
Committee parameter is varying in 6.00 to 7.33 ranges around the average score
for the IT sector.
The Board Committees – Audit Committee parameter score of pharmaceutical
sector is 6.93 and the Standard Deviation is 0.70, hence Board Committees –
Audit Committee parameter is varying in 6.23 to 7.63 ranges around the average
score for the pharmaceutical sector.
From the above data it is clearly seen that the highest variation is for banking
sector on Board Committees – Audit Committee parameter and the least
variation is for FMCG sector.
Ho: Board Committees – Audit Committee Score is consistent among all five
sectors
H1: Board Committees – Audit Committee Score is not consistent among all
five sectors
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Procedure: Above hypothesis is tested using one way analysis of variance.
Table 5.42 Anova Table – Board Committees – Audit Committee Score ANOVA Source of Variation SS df MS F P-value F crit Between Groups 2.931555735 4 0.7328889 1.316561768 0.278321 2.5787392 Within Groups 25.05009854 45 0.5566689 Total 27.98165427 49
Interpretation:
Here, Ftabulated >Fcalculated and p-value = 0.278321, which is insignificant, therefore
the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, the Board Committees –
Audit Committee Parameter is consistent in all the select 5 sectors.
5.10 Board Committees – Shareholder Grievance
Committee:
Shareholders / investors are the owners of corporates. Therefore their
grievances have to be addressed seriously and sorted out urgently. On this
perspective, corporate governance demands that every company must set up
Shareholders / Investors grievance committee as one of the mandatory board
committees.
The researcher has assigned a maximum score of 5 to the companies, which after
receiving complaints have no pending cases left at the end of the year; and a
proportionate score to the companies having pending cases. Table 5.43 Board Committees – Shareholder Grievance Committee - Score
Shareholder Grievance Committee Sr. No. Company Name Sector
06-07 07-08 08-09 AVG % 1 Allahabad Bank Ltd. Banking 5.00 5.00 5.00 5.00 100.00 2 Bank of Rajashthan Ltd. Banking 4.56 5.00 5.00 4.85 97.09 3 Bank of India Ltd. Banking 0.00 0.00 0.00 0.00 0.00 4 Bank of Baroda Ltd. Banking 4.76 4.86 4.99 4.87 97.40 5 Bank of Maharashtra Ltd. Banking 5.00 5.00 5.00 5.00 100.00 6 ICICI Bank Ltd. Banking 4.92 4.95 5.00 4.96 99.13
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Shareholder Grievance Committee Sr. No. Company Name Sector
06-07 07-08 08-09 AVG % 7 Axis Bank Ltd. Banking 4.93 4.85 4.89 4.89 97.84 8 State Bank of India Ltd. Banking 4.98 4.97 5.00 4.98 99.65 9 IDBI Bank Ltd. Banking 4.98 5.00 5.00 4.99 99.88
Committee Score ANOVA Source of Variation SS Df MS F P-value F crit Between Groups 1.642270912 4 0.4105677 0.498886509 0.7366184 2.5787392 Within Groups 37.03356865 45 0.8229682 Total 38.67583956 49
Interpretation:
Here, Ftabulated >Fcalculated and p-value = 0.7366184, which is insignificant, therefore
the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, the Board Committee –
Shareholder Grievance Committee Parameter is consistent in all the select 5
sectors.
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5.11 Remuneration to BOD & Its Policy
As per the requirement of the Listing Agreement and Companies Act, 1956, total
Managerial Remuneration payable shall not exceed 11% of the Company’s book
profits during particular period of time. Besides that, Remuneration policy for
the board members might have impact on their performance. It may also lead to
Insider Trading practices, if ignored. So the Remuneration Policy has been
considered crucial for the corporate governance study on practices and
procedures.
The researcher has used the following sub parameters for evaluating
remuneration policy. If all elements of Salary, Benefits, Bonus, Pension (i.e.
variable and not performance linked) are mentioned in annual report, a score of
2 is assigned. If details of fixed component and performance linked incentive
along with performance criteria are mentioned in annual report, a score of 1 is
assigned. If Service contracts, notice period, severance fees are mentioned in
annual report, a score of 1 is assigned. If stock option details e.g. whether issued
at discount, period over which accrued and over which exercisable, are
mentioned in annual report, a score of 1 is assigned. Table 5.46 Remuneration to BOD & Its Policy - Score
Remuneration policy Sr. No. Company Name Sector
06-07 07-08 08-09 AVG % 1 Allahabad Bank Ltd. Banking 2 2 2 2.00 40.00 2 Bank of Rajashthan Ltd. Banking 2 2 2 2.00 40.00 3 Bank of India Ltd. Banking 2 2 2 2.00 40.00 4 Bank of Baroda Ltd. Banking 2 2 1 1.67 33.33 5 Bank of Maharashtra Ltd. Banking 3 3 1 2.33 46.67 6 ICICI Bank Ltd. Banking 4 4 4 4.00 80.00 7 Axis Bank Ltd. Banking 2 2 4 2.67 53.33 8 State Bank of India Ltd. Banking 2 2 3 2.33 46.67 9 IDBI Bank Ltd. Banking 4 4 3 3.67 73.33
For all the 3 FYs, all elements of Salary, Benefits, Bonus, Pension (i.e. variable
and not performance linked) of Directors are mentioned in annual report of all
the select 50 companies. So a score of 2 is assign to every company.
In the FY 2006-07, the details of fixed component and performance linked
incentive along with performance criteria of Directors are mentioned in annual
report of 13 companies, for the FY 2007-08, it was 12 companies and for the FY
2008-09, it was 20 companies out of the select 50 companies. So a score was of 1
was given to such compliant companies.
In the FY 2006-07, the details of Service contracts, notice period, severance fees of
Directors are mentioned in annual report of 4 companies, for the FY 2007-08, it
was 5 companies and for the FY 2008-09, it was 9 companies out of the select 50
168
companies. So a score was of 1 was given to such compliant companies.
In the FY 2006-07, the details stock options e.g. whether issued at discount,
period over which accrued and over which exercisable are mentioned in annual
report of 16 companies, for the FY 2007-08, it was 17 companies and for the FY
2008-09, it was 23 companies out of the select 50 companies. So a score was of 1
was given to such compliant companies.
The banking sector scored an average of 51.33%. The BSE30 group companies
sector scored an average of 62.00%. The FMCG sector scored an average of
58.00%. The IT sector scored an average of 52.67%. The pharmaceutical sector
scored an average of 51.33%.
Table 5.47 Summary Statistics of Remuneration to BOD & Its Policy Score Banking BSE 30 Group Companies FMCG IT Pharmaceuticals
Mean 2.57 3.10 2.90 2.63 2.57 Median 2.33 3.00 3.00 2.67 2.33 Mode 2.00 3.00 2.33 2.00 2.33 Standard Deviation 0.77 0.72 0.70 0.48 0.52 X- Value 1.80 2.38 2.20 2.15 2.04 Y- Value 3.34 3.82 3.60 3.12 3.09 Sample Variance 0.59 0.52 0.50 0.23 0.27 Range 2.33 2.33 2.00 1.33 1.67 Minimum 1.67 2.00 2.00 2.00 2.00 Maximum 4.00 4.33 4.00 3.33 3.67
The average Remuneration to BOD & Its Policy score of banking sector is 2.57
and the Standard Deviation is 0.77, hence Remuneration to BOD & Its Policy
parameter is varying in 1.80 to 3.34 ranges around the average score for the
banking sector.
The average Remuneration to BOD & Its Policy parameter score of BSE30 group
companies sector is 3.10 and the Standard Deviation is 0.72, hence Remuneration
to BOD & Its Policy parameter is varying in 2.38 to 3.82 ranges around the
average score for the BSE30 group companies sector.
The average Remuneration to BOD & Its Policy parameter score of FMCG sector
is 2.90 and the Standard Deviation is 0.70, hence Remuneration to BOD & Its
169
Policy parameter is varying in 2.20 to 3.60 ranges around the average score for
the FMCG sector
The average Remuneration to BOD & Its Policy parameter score of IT sector is
2.63 and the Standard Deviation is 0.48, hence Remuneration to BOD & Its Policy
parameter is varying in 2.15 to 3.12 ranges around the average score for the IT
sector.
The Remuneration to BOD & Its Policy parameter score of pharmaceutical sector
is 2.57 and the Standard Deviation is 0.52, hence Remuneration to BOD & Its
Policy parameter is varying in 2.04 to 3.09 ranges around the average score for
the pharmaceutical sector.
From the above data it is clearly seen that the highest variation is for banking
sector on Remuneration to BOD & Its Policy parameter and the least variation is
for IT sector.
Ho: Remuneration to BOD & Its Policy Score is consistent among all five
sectors
H1: Remuneration to BOD & Its Policy Score is not consistent among all five
sectors
Procedure: Above hypothesis is tested using one way analysis of variance.
Table 5.48 Anova Table - Remuneration to BOD & Its Policy Score ANOVA Source of Variation SS df MS F P-value F crit Between Groups 2.257777778 4 0.5644444 1.334500876 0.2718349 2.5787392 Within Groups 19.03333333 45 0.422963 Total 21.29111111 49
Interpretation:
Here, Ftabulated >Fcalculated and p-value = 0.2718349, which is insignificant, therefore
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the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, the Remuneration to
BOD & Its Policy Parameter is consistent in all the select 5 sectors.
5.12 Corporate Social Responsibility
One of the major principles of corporate governance is the creation of
stakeholders’ values. Therefore, a good corporate citizen is expected to take
active initiatives and various measures relating to environment, health, safety,
human resource development, social responsibility, industrial relations etc.
The researcher found out that since corporate social responsibility is subjective
in nature, it would be wrong to judge companies only by certain parameters.
After studying Karmayog’s CSR (www.karmayog.org/csr2009/csr2009_29264.
htm ) rating the researcher has used the following parameters.
1. Companies are rated from score 0 to 10 (Score 10 being the highest).
2. CSR Rating is assigned based on the CSR initiatives of the company for
the time period of the study, including a comparison with previous CSR
initiatives.
3. Rating is based on “Sufficient (innovative) and Necessary (basic needs)
Criteria” for different levels.
Table 5.49 Corporate Social Responsibility – Score Corporate Social Responsibility Sr.
No. Company Name Sector 06-07 07-08 08-09 AVG %
1 Allahabad Bank Ltd. Banking 0.00 0.00 4.00 1.33 13.33 2 Bank of Rajashthan Ltd. Banking 0.00 0.00 4.00 1.33 13.33 3 Bank of India Ltd. Banking 0.00 0.00 4.00 1.33 13.33 4 Bank of Baroda Ltd. Banking 0.00 0.00 4.00 1.33 13.33 5 Bank of Maharashtra Ltd. Banking 0.00 4.00 4.00 2.67 26.67 6 ICICI Bank Ltd. Banking 6.00 6.00 6.00 6.00 60.00 7 Axis Bank Ltd. Banking 0.00 0.00 6.00 2.00 20.00
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Corporate Social Responsibility Sr. No. Company Name Sector
06-07 07-08 08-09 AVG % 8 State Bank of India Ltd. Banking 0.00 4.00 6.00 3.33 33.33 9 IDBI Bank Ltd. Banking 0.00 2.00 4.00 2.00 20.00
Consultancy Services Ltd., Wipro Ltd. and Dr. Reddys Laboratories Ltd.
Table 5.50 Summary Statistics of Corporate Social Responsibility Score Banking BSE 30 Group Companies FMCG IT Pharmaceuticals Mean 2.60 4.33 3.27 4.20 3.07 Median 2.00 4.67 3.00 4.00 3.33 Mode 1.33 4.67 2.67 6.67 4.00 Standard Deviation 1.62 2.25 1.55 2.46 1.64 X- Value 0.98 2.08 1.71 1.74 1.43 Y- Value 4.22 6.58 4.82 6.66 4.71 Sample Variance 2.61 5.06 2.41 6.03 2.69 Range 4.67 6.67 5.33 8.00 5.33 Minimum 1.33 1.33 0.00 0.00 0.67 Maximum 6.00 8.00 5.33 8.00 6.00
The average Corporate Social Responsibility score of banking sector is 2.60 and
the Standard Deviation is 1.62, hence Corporate Social Responsibility parameter
is varying in 0.98 to 4.22 ranges around the average score for the banking sector.
The average Corporate Social Responsibility parameter score of BSE30 group
companies sector is 4.33 and the Standard Deviation is 2.25, hence Corporate
Social Responsibility parameter is varying in 2.08 to 6.58 ranges around the
average score for the BSE30 group companies sector.
The average Corporate Social Responsibility parameter score of FMCG sector is
3.27 and the Standard Deviation is 1.55, hence Corporate Social Responsibility
parameter is varying in 1.71 to 4.82 ranges around the average score for the
FMCG sector
The average Corporate Social Responsibility parameter score of IT sector is 4.20
and the Standard Deviation is 2.46, hence Corporate Social Responsibility
parameter is varying in 1.74 to 6.66 ranges around the average score for the IT
sector.
173
The Corporate Social Responsibility parameter score of pharmaceutical sector is
3.07 and the Standard Deviation is 1.64, hence Corporate Social Responsibility
parameter is varying in 1.43 to 4.71 ranges around the average score for the
pharmaceutical sector.
From the above data it is clearly seen that the highest variation is for IT sector on
Corporate Social Responsibility parameter and the least variation is for FMCG
sector.
Ho: Corporate Social Responsibility Score is consistent among all five sectors
H1: Corporate Social Responsibility Score is not consistent among all five
sectors
Procedure: Above hypothesis is tested using one way analysis of variance.
Table 5.51 Anova Table - Corporate Social Responsibility Score ANOVA Source of Variation SS df MS F P-value F crit Between Groups 22.36444444 4 5.5911111 1.486607143 0.2221631 2.5787392 Within Groups 169.2444444 45 3.7609877 Total 191.6088889 49
Interpretation:
Here, Ftabulated >Fcalculated and p-value = 0.2221631, which is insignificant, therefore
the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, the Corporate Social
Responsibility Parameter is consistent in all the select 5 sectors.
174
5.13 Final Rating
Table 5.52 Corporate Governance Index Rating for the FY 2006-07 Sr. No. Company Name Sector T&D
(12) BI
(10) S&S (10)
CG & AC (10)
Apt. ID (08)
Stk VE (06)
E of BOD (08)
B S& P (08)
BC – AC (08)
BC – SGC (05)
Rem BOD (05)
CSR (10)
CGI (100)
1 Allahabad Bank Ltd. Banking 8.20 8.75 5.00 0.00 2.60 5.00 4.00 5.64 8.00 5.00 2.00 0.00 54.19 2 Bank of Rajashthan Ltd. Banking 10.80 10.00 7.50 0.00 4.93 5.00 5.89 6.43 7.78 4.56 2.00 0.00 64.89 3 Bank of India Ltd. Banking 10.20 9.38 5.00 0.00 1.73 6.00 3.00 6.01 6.50 0.00 2.00 0.00 49.82 4 Bank of Baroda Ltd. Banking 10.20 8.13 5.00 0.00 2.43 5.00 1.93 5.85 3.25 4.76 2.00 0.00 48.54 5 Bank of Maharashtra Ltd. Banking 9.80 0.00 5.00 0.00 0.80 5.00 0.94 5.27 3.88 5.00 3.00 0.00 38.68 6 ICICI Bank Ltd. Banking 10.80 3.75 7.50 0.00 5.00 5.00 4.81 5.17 6.78 4.92 4.00 6.00 63.72 7 Axis Bank Ltd. Banking 10.20 3.75 10.00 0.00 5.00 5.00 6.67 6.38 7.00 4.93 2.00 0.00 60.92 8 State Bank of India Ltd. Banking 11.00 4.38 5.00 0.00 2.33 5.00 2.75 5.27 6.00 4.98 2.00 0.00 48.70 9 IDBI Bank Ltd. Banking 10.80 8.13 5.00 0.00 1.33 5.00 1.63 6.83 7.25 4.98 4.00 0.00 54.95
Ho: All select banks are consistent on Corporate Governance Index
Parameters.
H1: All select banks are not consistent on Corporate Governance Index
Parameters.
Procedure: Above hypothesis is tested using one way analysis of variance
Table 5.61 Anova Table – Banking Sector Composite Score ANOVA Source of Variation SS df MS F P-value F crit Between Groups 34.83033699 9 3.870037443 0.483084952 0.883308228 1.966053725 Within Groups 881.2199939 110 8.011090854 Total 916.0503309 119
Interpretation:
Here, Ftabulated >Fcalculated and p-value = 0.883308228, which is insignificant,
therefore the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, All select Banks are
consistent on Corporate Governance Index Parameters.
5.15.2 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio
Table 5.62 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio
– Banking Sector Sr. No. Company Name C G Index (100) Net Profit
Ratio (%) Debt/ Equity Ratio
(in times) 1 Allahabad Bank Ltd. 59.49 12.37 1.05 2 Bank of Rajashthan Ltd. 65.25 10.05 1.30 3 Bank of India Ltd. 49.20 13.36 2.03 4 Bank of Baroda Ltd. 56.92 10.55 1.44 5 Bank of Maharashtra Ltd. 48.03 8.51 2.07 6 ICICI Bank Ltd. 65.80 37.87 2.73 7 Axis Bank Ltd. 64.51 14.70 2.24 8 State Bank of India Ltd. 54.42 11.26 2.92 9 IDBI Bank Ltd. 55.30 7.58 5.73
10 HDFC Bank Ltd. 66.02 16.97 4.60
192
Table 5.63 Correlation Statistics between CG Index and Net Profit Ratio – Banking Sector
Correlation Statistics (Between CG Index & Net Profit Ratio)
R 0.5096 R2 0.2597 Standard Error 5.855851 Observations 10
It is quite evident that the correlation between the CG Index and Net Profit ratio
is not established in a clear manner. For example, ICICI bank has a CG score of
65.80, which is not the highest, but its Net Profit Ratio is 37.87% which is the
highest among the select banks.
Here Correlation coefficient between CG index and NP Ratio is 0.5096, which is
positive, and implies that there is moderate relationship between CG index and
Net Profit Ratio. So, the researcher can infer that increase in Net Profit Ratio
does not give significant increase in CG Index. Hence, companies achieving
good Net Profit Ratio not necessarily follow good corporate governance
practices.
Further R2 value is 0.2597, so it is obvious to infer that only 25.97% of variation in
the dependent variable (CG Index) is predictable by independent variable (Net
Profit Ratio). Table 5.64 Correlation Statistics between CG Index and Debt-Equity Ratio – Banking Sector
Correlation Statistics (Between CG Index & Debt-Equity Ratio)
R 0.0532 R2 0.0028 Standard Error 1.58314 Observations 10
Similarly, the correlation between the CG Index and the Debt Equity ratio does
not fulfill its expectations. There is no relation between the CG Index being high
and the Debt Equity ratio being low. It may or may exist in a random fashion. So
the Capital structure of a company and CG Index do not coincide in all the cases.
193
Here Correlation coefficient between CG index and Debt-Equity Ratio is 0.0532,
which is positive, which implies that there is no strong relationship between CG
index and Debt-Equity Ratio. So, the researcher can infer that decrease in Debt-
Equity Ratio does not give significant increase in CG Index. Hence, companies
achieving Low Debt-Equity Ratio not necessarily follow good corporate
governance practices.
Further R2 value is 0.0028, which is very small. So it is obvious to infer that only
0.28% of variation in the dependent variable (CG Index) is predictable by
independent variable (Debt-Equity Ratio).
194
5.16 BSE 30 Group Companies Analysis: 5.16.1 BSE 30 Group Companies - Score Table 5.65 BSE 30 Group Companies – Composite Score
Source of Variation SS Df MS F P-value F crit Between Groups 33.70376756 9 3.7449 0.560584348 0.82656343 1.9661 Within Groups 734.8313203 110 6.6803 Total 768.5350879 119
Interpretation:
Here, Ftabulated > Fcalculated and p-value = 0.82656343, which is insignificant,
therefore the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, All select BSE 30 Group
Companies are consistent on Corporate Governance Index Parameters.
5.16.2 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio:
Table 5.67 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio
– BSE 30 Group Companies Sr. No. Company Name CG Index
Source of Variation SS df MS F P-value F crit Between Groups 21.13615628 9 2.348461809 0.332 0.96263487 1.966053725 Within Groups 778.0196016 110 7.072905469 Total 799.1557579 119
Interpretation:
Here, Ftabulated > Fcalculated and p-value = 0.96263487, which is insignificant,
therefore the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, All select FMCG
Companies are consistent on Corporate Governance Index Parameters.
5.17.2 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio:
Table 5.72 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio
Ho: All select IT Companies are consistent on Corporate Governance Index
Parameters.
H1: All select IT Companies are not consistent on Corporate Governance
Index Parameters.
Procedure: Above hypothesis is tested using one way analysis of variance.
Table 5.76 Anova Table – IT Sector Composite Score ANOVA Source of Variation SS df MS F P-value F crit Between Groups 52.57685261 9 5.841872512 0.815363338 0.603129585 1.966053725 Within Groups 788.1222346 110 7.164747587 Total 840.6990872 119
Interpretation:
Here, Ftabulated > Fcalculated and p-value = 0.603129585, which is insignificant,
therefore the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, All select IT Companies
are consistent on Corporate Governance Index Parameters.
5.18.2 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio
Table 5.77 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio
Ho: All select Pharmaceuticals Companies are consistent on Corporate
Governance Index Parameters.
H1: All select Pharmaceuticals Companies are not consistent on Corporate
Governance Index Parameters.
Procedure: Above hypothesis is tested using one way analysis of variance.
Table 5.81 Anova Table – Pharmaceuticals Sector Composite Score ANOVA Source of Variation SS df MS F P-value F crit Between Groups 24.50340506 9 2.722600563 0.389177654 0.938108555 1.966053725 Within Groups 769.5356055 110 6.995778232 Total 794.0390105 119
Interpretation:
Here, Ftabulated > Fcalculated and p-value = 0.938108555, which is insignificant,
therefore the null hypothesis (Ho) cannot be rejected i.e. the Ho is accepted.
Conclusion:
The researcher has concluded that since Ho is accepted, All select
Pharmaceuticals Companies are consistent on Corporate Governance Index
Parameters.
5.19.2 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio
Table 5.82 Comparison of CG Index with Net Profit Ratio & Debt Equity Ratio