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CCG & C
Presentation Outline
Overview of Corporate Governance Unique Dimensions of Banks Governance Bank Boards, Directors, & Governance
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Some Definitions
Corporate Governance is the system by which companies are directed and controlled
Cadbury Report (UK), 1992
to do with Power and Accountability: who exercises power, on behalf of whom, how the exercise of power is controlled.
Sir Adrian Cadbury, in Reflections on Corporate Governance, Ernest Sykes Memorial Lecture, 1993
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A Canadian Definition
the process and structure..to direct and manage the business and affairs of the corporation with the objective of enhancing shareholder value, which includes ensuring the financial viability of the business.
Where were the Directors? Guidelines for Improved Corporate Governance in Canada, TSE, 1994
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An OECD Definition
relationships between a companys management, its board, its shareholders and other stakeholders ..also the structure through which objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.
Preamble to the OECD Principles of Corporate Governance, 2004
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An Indian Definition
fundamental objective of corporate governance is the enhancement of the long-term shareholder value while at the same time protecting the interests of other stakeholders.
SEBI (Kumar Mangalam Birla) Report on Corporate Governance, January, 2000
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A Gandhian Definition
Trusteeship obligations inherent in company operations, where assets and resources are pooled and entrusted to the managers for optimal utilisation in the stakeholders interests.
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The Processes & Operating Relationships that Best Achieve Organisational Goals
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Risk-bearing Entrepreneurs Residual Claimants Winding-up Ranking: Last in Pecking Order Boards Appointed by Shareholders Non-congruence of Stakeholder Interests
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Firm Objective must be defined more widely than just shareholder-value-maximisation, since risk capital is not the only, or even the major input Residual Claimant Rights Not Universally Valid, eg, Circumscribed in case of pre-bankruptcy (US Chapter XI) Situations Other Such: Employees with Firm-specific Specialised Skills, Customers/Vendors with Substantial Stake in the Business, etc
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One-Size does not Fit All Circumstances A Combination of Shareholder/Stakeholder Models Necessary Some Argue, While Shareholder Claim Well Established, Stakeholder Claims Need to be Proved Tailor Model to Suit Unique Circumstances
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Provide/ Exercise
Direct and Control the Management of the Company Be Accountable at all times to All Shareholders
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Direction involves
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Control Involves
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Accountability Involves
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Regulators (SEBI/RBI)
Lenders (Banks/ Depositors)
Emissions
nv E
Energy Use Product Life-cycle Product Value
on ir
nt e m
Business Impact
Soc ia l
Community Regeneration
Economic
Wealth Generation Productive Employment Ethical Trading
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Business Impact
environment
society
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A G E N C Y
STEWARDSHIP
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As Fund-Providers, Banks Generate Multiplier Impact on Economy Confidence & Trust Key Bank Distress, Failure, Dis-Repute Impacts Economy, Erodes Country Standing Globally
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Non-Compliance (Intentionally or Otherwise) with Laws, Rules, Regulations Consequences of (Non) Compliance Risk in Banks
Legal or Regulatory Sanctions Financial or Reputational Loss
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Assume Responsibility for Effective & Efficient Management, through Oversight Mechanisms Integrity is Indivisible; Role Model Director is the Most Persuasive Statement of Ethical values Consider Transparency as the Norm. Confidentiality should not lead to Opacity
Continued
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Ultimate Responsibility for True and Fair Presentation Rests with the Board Poor Leadership Infects.
Adapted from Guidance for the Directors of Banks, Jonathan Charkham, (2003) [OECD-World Bank] Global Corporate Governance Forum, Washington
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Right-Size the Board and its Composition Complementary Skill-Sets & Financial Acumen Essential Fit & Proper Criteria for Membership More Focus on Oversight, Less on MicroManagement Contribution as Important as Surveillance
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Minimise Conflict of Interest Potential Respect Minority / External Shareholders Rights (Listed Public Sector Banks) Bank Boards to Go That Extra Mile: Go Beyond What is Prescribed to What is Appropriate That Way lies Greater Valuations & Better Reputations
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