Corporate Governance in India

New Century Publications, July 2009, Pages: 262

This book gives an insight into corporate governance practices in India. It expounds semantics of governance and tenets of corporate governance. It demonstrates corporate governance objectives, strategies, policies, ethics and disclosure practices in India. It also traces evolution of corporate governance in India.

Aspects of corporate governance examined in the book include, inter alia, shareholding patterns, CEO duality, CEO pay and performance, role of nominee directors, multiple directorship, board committee membership, performance appraisal of board members, remuneration of directors and CEO succession planning.

A distinguished feature of the book is the comprehensive analysis of corporate governance practices sector-wise, on the basis of director typology and relationship between various attributes of corporate governance and the financial performance of the companies.

Preface

1. Corporate Governance: An Introduction
- Dimensions of Corporate Governance
- Ownership Structure
- Corporate Governance Structure
- CEO Duality
- Nominee Directors and Their Effectiveness
- Multiple Directorships
- Nomination of Board Members
- Board Committees
- CEO Succession
- Performance Evaluation of the Board
- Remuneration of Directors
- CEO Pay and Performance
- Corporate Governance vs. Performance
- Operating Performance (Board Meetings)
- Disclosure on Corporate Governance
- Committee Reports on Corporate Governance
- International
- India
- Conclusion

2. Corporate Governance: Conceptual Perspective
- On the Semantics: Governance, Administration and Management
- Corporate Governance: Concept and Importance
- Corporate Governance Models
- Corporate Governance in India
- Corporate Governance in Private Sector
- Corporate Governance in Public Sector Units
- Corporate Governance in Public Sector Banks (PSBs)
- Corporate Governance in Joint Sector
- Legal Framework for Corporate Governance
- Tenets of Corporate Governance
- Corporate Governance Objectives
- Strategy for Corporate Governance
- Investment Policy
- Ethical Issues in Corporate Governance
- Disclosure on Corporate Governance
- Conclusion

3. Structure of Corporate Governance
- Evolution of Board Governance System
- Governance Structure and Board Composition
- Board Size
- Types of Directorship
- Insider vs. Outsider
- Executive vs. Non-Executive & Independent
- Director
- Director Typology
- Whole-time Director
- Promoter Director
- Director of the Holding/Subsidiary Company
- Directors at PSUs and PSBs
- Director Typology in India
- Director Demographics and Cognitive
- Age Profile of Directors
- Female Directors on Board
- Educational Qualifications of Directors
- Area of Expertise
- Business Relationship
- Board Committees
- History of Board Committees
- Structure of Board Committees
- Size of Board Committees
- Chairman of Board Committee
- Conclusion

4. Issues in Corporate Governance
- Shareholding Pattern and Control
- Overall Shareholding Pattern
- Shareholding Pattern and Performance
- Shareholding Pattern and Board Structure
- Independent Director
- Qualities of an Independent Director
- CEO Duality
- CEO Pay and Performance
- Promoter vs. Non-promoter CEO
- Length of Service of CEO on the Same Board
- Role of Nominee Directors
- Multiple Directorships and Board Committee
- Membership
- Number of Directorship in Other Companies
- Total Board Committee Chairmanships Held Across
- All Companies
- Total Number of Board Committee Memberships
- Held Across All Companies
- Total Board Committee Memberships Including
- Board Committee Chairmanships Held Across
- All Companies
- Conclusion

5. HR Aspects of Corporate Governance
- Nomination and Appointment of Director
- Procedure for Inviting NED/ IND
- Nomination and Selection of New Directors
- Factors Considered for the Nomination
- Retirement and Reappointment of Director
- Orientation of New Board Members
- Grooming executives for Future Board Members
- CEO Succession
- CEO Succession Planning in India
- Private Sector
- Public and Joint Sector
- Performance Appraisal System
- Performance Appraisal of the Board
- Performance Evaluation of NEDs
- Remuneration of Directors
- Level of Director Pay
- Stock Options
- Conclusion

6. Corporate Governance Process
- Before the Board Meeting
- Fixation of Agenda Items
- Venue of the Board Meeting
- Frequency of Board Meeting
- Deciding Board Meeting Process
- During the Board Meeting
- Length of Board Meeting
- Issues Getting Priority in the Board Meetings
- Opinion Sought from Outside Consultants
- Decision Making Process in the Board Meeting
- After the Board Meeting
- Maintenance of Register for Minutes of Meeting
- Ratification of Minutes by Board Member
- Action Taken Report at the Board Meeting
- Rejection of Resolution Taken in Board
- Meeting by AGM
- Attendance Record of Directors
- Attendance at Board Meeting
- Attendance at Board Committee Meeting Attendance Record of Board Committee
- Chairman
- Frequency and Quorum of Board Committee
- Meetings
- Exceptional Matters Raised by Board Committees
- Remuneration Committee
- Shareholders Grievance Committees
- Nomination Committees
- Share Transfer Committee
- Other Board Committees
- Conclusion

7. Corporate Governance: Compliance and Audit
- Clause 49 of the Listing Agreement
- Level of Compliance with Clause 49
- Board of Directors
- Audit Committee
- Remuneration of Directors
- Board Procedure
- Management
- Shareholders
- Compliance
- Board Committees Information
- General Shareholder Information
- Exemplary Corporate Governance Practices
- Financial Statement
- Exceptional Practices
- Corporate Social Responsibility Statement
- Others
- Corporate Governance Audit
- Beyond Clause 49 of the Listing Agreement
- Audit, Auditor and Audit Committee
- Self-regulation
- HR Aspects of Board Members
- Procedural Changes
- Conclusion

8. Summary of Findings
- Tenets of Corporate Governance in India
- Corporate Board structure in India
- Board Size
- Board Composition
- Chairman of the Board
- Board of Directors: Demographics and Cognitive
- Age Profile
- Length of Service on the Same Board
- Female Directors on the Board
- Educational and Professional Qualification
- Familial and Business Relationship
- CEO: The Leader of the Company
- CEO Duality
- CEO Pay and Performance
- CEO Succession
- Board Committees in India
- Audit Committee
- Shareholders’ Grievance Committee
- Remuneration/Compensation and Nomination/
- Recruitment Committee
- Shareholding Pattern and Control
- Nominee Directors
- Multiple Directorships and Board Committee
- Memberships
- HR Aspects of Board of Directors
- Nominations and Appointment of Directors
- Grooming Executives for Future Board Members
- Performance Appraisal System
- Remuneration of Directors
- Board Meeting Processes in India
- Attendance Record of Directors
- Compliance of Cl. 49 of the Listing Agreement
- Recommendations

Annexures

Bibliography

Index

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