Who Shall Govern? CEO/Board Power, Demographic Similarity, and New Director Selection The Satyam episode has led to debates about inadequacies in corporate governance norms in India. One of the issues currently being discussed pertains to the level of investor activism in the Indian markets. Compared to the developed economies such as the U.S. which has activist shareholders such as CalPERS and...
Environmental, Social and Corporate Governance (ESG) Factors
While examining issues pertaining to corporate governance, a myopic approach is to look at the interest of the shareholders, whose interests are to be protected. On the other hand, there is a school of thought, known as the “stakeholder” approach, which calls for governance of companies with a view to protecting the interest of stakeholders in a company, which include not only shareholders, but...
Independent Directors and Family-Owned Companies
I came across an interesting article Guests at the Table?: Independent Directors in Family-Influenced Public Companies by Professor Deborah DeMott. Although the article focuses primarily on U.S. law (where family-owned companies are more the exception than the rule), it does have a significant bearing on the Indian situation as well. In India, a large number of publicly listed companies continue...
A Recent Corporate Governance Survey
Business Standard reports a recent study by Grant Thornton-FICCI of corporate governance practices in Indian companies. The “India 101-500 CGR 2009 was designed to analyze corporate governance practices at ‘mid-market’ listed companies in India. The review methodology was based on a survey to gauge the nature and extent of corporate governance practices and approximately 500 companies across...
The Continuing Debate on Governance in Government Companies
When Government companies list their shares on stock exchanges, they are required to deal with two distinct constituencies from a corporate governance standpoint: one, being the Government itself as the controlling shareholder or promoter, and the other, being the minority (public) shareholders. When the Government is in a controlling position in the company, the obvious question that arises is...
“Beyond Satyam: Analyzing Corporate Governance in India”
That was the theme for a panel discussion organized last week in New York by the Jindal Global Law School. The panel consisted of internationally renowned academics and practitioners of corporate governance: Mr. Roel Campos, former SEC Commissioner, Professor John Coffee of Columbia Law School, Professor Michael Useem of the Wharton Business School and Professor Vikramaditya Khanna of Michigan...
Concept of “Promoter”
In his column in the Business Standard, Somasekhar Sundaresan makes an interesting argument for abolishing the concept of “promoter” under various SEBI regulations and for encouraging board-driven governance in Indian companies.
Paper on Corporate Governance
I have posted on SSRN a paper titled “A Cautionary Tale of the Transplant Effect on Indian Corporate Governance”, the abstract of which is as follows: “During the last decade, there has been a sustained effort on the part of the Indian regulators to strengthen corporate governance norms. This been strongly influenced by developments that occurred in other parts of the world, particularly the US...
Companies Bill, 2008: No advisory services by auditors
One of the important measures taken in the Companies Bill, 2008 is to prevent Chartered Accountants from offering actuarial, advisory and management services to companies which have engaged them as statutory auditors. Section 127 of the Bill provides: An auditor appointed under this Act shall provide the company only such other services as are approved by the Board of Directors or the audit...
Ceiling on Executive Pay
In previous posts, we had highlighted significant differences between the law on executive pay in the US and in India, and how the Indian regime may be more conducive to preventing excesses by corporate executives. In the US, the position is as follows: Excessive managerial influence also extends to fixing managers’ own remuneration. In a book titled Pay without Performance: The Unfulfilled...
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