The document outlines the corporate governance regulatory framework in India, emphasizing the importance of auditing, accountability, fairness, and compliance with laws. It discusses various theories of corporate governance, including agency theory, stewardship theory, and stakeholder theory, highlighting their implications and criticisms. Additionally, it addresses the role of e-governance and green governance in enhancing transparency, sustainability, and effective communication within organizations.
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Unit 1 Complete Notes
The document outlines the corporate governance regulatory framework in India, emphasizing the importance of auditing, accountability, fairness, and compliance with laws. It discusses various theories of corporate governance, including agency theory, stewardship theory, and stakeholder theory, highlighting their implications and criticisms. Additionally, it addresses the role of e-governance and green governance in enhancing transparency, sustainability, and effective communication within organizations.
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF or read online on Scribd
Po a Lod Ce
Unit : Corporate Governance Regulatory Framework in ndia
@® [Link] // Shiksha Dham #>O@@ eeecod a
cc as es)Auditing
The Institute of Chartered Accountants of India has defined auditing as "a
ystematid and [independent examination | of data, statements, records,
operations, and performance (financial or otherwise) for a [Stated purpose). In
EMEC ae Beceem tec Re Moe eM ee See
Dee Rm CIC aot eae et een eae Raed
Pees CMe oes ua meme hater te) era)
vat Primary Objective J i
reac ee tn enon ee cael ener isatad
financial statements. The main objective of auditing is to state whether the
eer eee ee ae Rete Rr Cmdr cue
financial state of affairs of the company at the end of financial year and, in case of
Pein eee ake asd Cok uu ei
ig
Cerne(S)
Corporate Governance a
( Companies Fires, LL 8, Trotiduals
AA yn eh a =]
jettlechlbetlks
pride ale peel
gel giite bd al ea Tce
Coline!IL SCOPE eet aN OF CORPORATE GOVERNANCE } ®
1. Accountability : Accountability means a situation in
which any person is Oe and needs to give a
satisfactory reason\for anything wrong in work.
2. Fairness: CSSD
>(COtreat all shareholders equally including |minorities|i.e.
who has small part of company's ownership.
> Provides effective [redressal| for any mane’
ie Customer care)
roei)
Melilla
>» CG makes ensure timely, accurate disclosure on ‘all(material
matters) of the company including the financial situation,
performance, ownership.
ndependence:
CG makes procedures, rules, and structures in place to minimize or
Elle B i ae mom aie ie id
5-Compliance with rules
> CG ensures compliance with all the|laws)and code of spiri
> Corporate governance is necessary to meet the requirement of
SEBI for listed companies
Ceteraae )
| THEORIES OF CORPORATE GOVERNANCE |
:
Eon)The theory is based on the concept of separation
of ownership and control. Shareholders as owners of the company
decide the objectives of the company and appoint the managers as
their agents to pursue their objectives. Thus, the managers (agents)
run the company on behalf of the shareholders (principals). The
agency problem arises because the managers will not solely act to
maximize the shareholders' wealth, they may protect their own
interests or seek the goal of maximizing companies' growth
instead of earnings.
eas Le Tal
Criticism of the Agency theory
DR Clee RT ered
Not relevent for developing countries.
BION et Le eee Re LU ioe
Coen(OSSWAceiemtes Stewardship theory of corporate governance is
an alternative to the agency theory. It argues that managers are
trustworthy and not prone to misappropriate the funds of the investors.
Managers if left on their own, will indeed act as responsible stewards of
1M aly elt ne)
The theory is also referred to as|'trusteeship theory'| The theory argues
that managers are not merely agents of the shareholders, they are good
stewards of the company and work diligently to attain high levels of
corporate /profit\and shareholders’ returns.
Criticism of the Stewardship Theory
Delete [aR are Rl oe td ale Res ORCC cutee lec tae Col ty
not consider the interests and rights of other-stakeholders>
Corenn)This theory adopts a broader
proach and lays emphasis on interests of the society while
TO tre MU oM ol ht a hi Gall erm
According to the stakeholders' theory, the objective of corporate
or a MED ool od A CM oi) ao MLL aod Coole)
only. The objectives of corporate governance are changed from
"maximize the interests of shareholders" to "maximize the
value of the company" Stokehald oy
This theory is icized for/the following reasons:
The theory is criticized the ground aoe (ered ater) am at}
corporate governance is/the accountability. (lf the directors attempt
to serve too many(principals, they will fail to satisfy those who have
a genuine claim on the o1 Trehatoya)
CoenThis theory developed by Pfeffer and
ene ane See knoe Sn eae Se TO
Brrr eae a
Resource dependency theory describe about the
ose We Cae)
Car
Ce UCR Uae acu aR agen Bnd
eae eae Oe ee Cee OMe care
eee Si RUC ne Rk eC enue cis
RUE Ce os at OCS a RECUR Uy
CCE aera unui ear Dace oe
(ii) Financial Resources: It includes funds obtained through investments,
loans, grants, or revenues from sales. It is important for expansion of business
Bate eeee
Urol ard CMM lg oe
machinery, technology systems, raw materials, and anything else that's
Perl used re Pies try goods rg Seen
RA eC eek ae ey
the (Connections and relationships) with other businesses, government,
media, and influential figures in the industry, which can provide support,
Er rela or Pears Peau
EON CeCe ee ON
and other technical capabilities that enable a company to improve
PS CuOAn Cun hier CC uae
Be ato ers un ata ea UC
of internal governance structures and decision-making processes.
Seen)BeR Une ecco ck ar aera
organizations, managers hold [significant_ power] and [influence}
overshadowing shareholders and even the board of eae
such cases, management can dominate decision-making
processes, which can lead to decisions that benefit managers but
are not necessarily in the best interest of shareholders or other
Bie ete [ Te
Thic theory may not apply univoreally and can be coon ae overly
POSS eer On eC een UE ae ce
excessive power and may overlook situations where management acts in the
TCE eR UR SL eeu
4 Pree_X Brings[Honesty| &(Transparency|
2. Access Foreign Capital
a feel evades o a Neild
Re ra em ale Teto acolo ale LAL Accountability
_5 Improves Shareholder Communication
_6)
em
Rak corporate governance by conducting a (period risk assessment)
See ee he eee ace ee Cem ri ace
pee rue sea teamed nice
Pane Ce
ye Ree
emu Re ame et eo COM URC ee ee 1)
show their(trust towards them.
renMe
OPO UC ROMO daC Ce Chk oeLE Lee mt
Te OR
Ce in all the processes, with the aim of enhancing
government ability to address the needs of the gene!
PL ay Lilt basic purpose of e-governance is to sim)
Daehn Pl OCS oe Wea Do Coe:
ETO EL ESCM MCR mC
EUIMPORTANCE/S OF E GOVERNANCE od
Puck aa ae mel suits
2. It gives Varied departments information to the public and
helps in decision making.
RMS eee en rac rire cre ci ete
CaCl Reece ad eRe eu c em lilo es
ATs
Lace isielelr CRE RE Ole Cs
6. Public can get their work smartly done and save'their time.
7. It cuts(middlemen and bribery/jif any from the picture.
fl
COUTTS(ADVANTAGES OF E-GOVERNANCE: } te)
hnology makes communication swifter. Internet, smartphones have
ESCO Rae RO ROR Ce Roce
A lot the Government expenditure goes towards the cost of buy
stationery for official purposes. However, replacing them with smartphones and the
PC ee eM ROT
Bran: eM nnirCrenn re Ct ce tants
erent ene ete mre ee Cee ment tetas
smrnt| ll
a Transparency directly links to accountability. Once the functions
SR cae Reo nen ee eee
rae
Peo eee Con{DISADVANTAGES OF E-GOVERNANCE } e
1,Loss of Interpersonal Communication: The main disadvantage of e-
POR CA mom ITT one meen Te tConMe crestor)
communication is an aspect of communication (that many people consider vital
2,High Setup Cost and Technical Difficulties: Technology has its
Cee e ie INNS TS oe teed ec ona Tee eT
Pte Tee Nee Ocoee Cc
3 Alliteracy: A large number of people in India are illiterate|and do not know
tare e Re nent none tm OM ent CR CR Conair a Cg
TSR oe eee Un Seer
4/Cybercrime/Leakage of Personal Information: There is always the
Be Om ENMU Me) eto Mc Octo n aC crac) cond
ee5, Fechnical: There are technical problems in implementing e-governance
nant Computer Hardware and Software.
ens aur
DA ehe ee aah
problem. There are concerns about|hacking defence information )and other
Pomerat sina Mooi ent ce orem ROE
data
PPO eC AO smc Ome RCE Cn neem oct cog
(destruction of data }s one of the main concerns.
8,kack of Training and Qualified Personnel: Lack of digital skills
KOR eet mien acti Come Tonner tl
training the personnel to acquire appropriate technical and functional skills is
SRS MoT tom arene Oh eat cccecitTy
CANNES)E-GOVERNANCE }
Pree a ot eee eect eer enn
the periphery of the government, is termed as G2G interaction. This can be bot!{horizontal] ic., among
various government entities and{vertical] i.e. between national, state and local government entities and
within different levels of the entity.
2-G2C (Government to Citizen): The interaction
interaction, Here Citizens have access to wide variety of public services and freedom tgShare th
on government policies.
Eel N CCTs
ST eee Ceca cost ea eae
quality of communication,
4G2E (Government to Employees): The government of any country is the biggest employer and
0 it also deals with employees on a regular basis, as otheremployers do. ICT helps in providing,
perquisites and add-on benefits
OF INTERACTIONS IN
l
{TYPE
t
eee ee eereg ear ere
re
in this case, the e-governance helps the business class to interact
SOO ee esse S
fe)| ZGreen Governance
Environmental problems caused by human behaviour have become
increasingly serious in recent decades, thereby driving global green
governance issue to become an important research agenda.
Green governance is a systematic approach to help organisations
Sor eee ent NMR Reet Rc Ce Orne
TEA eo MCE Ta CO ters ton Td
PystiennC nna cs
PERO ORONO Sera
{energy and other natural resources.
ECVE)Objectives of Green Governance
e@
To ensure sustainable development
To conserve non-renewable naturel resources
BCoMetT col Get EMS eCLCod)
To permit the companies for online(compliance
ETSBenefits of Green Governance: d
e Reduce waste and pollution.
e Competitive Advantages and(mprove Brand image
CMa latelacalail dy tL ILL eee
¢ Easy to[maintain)Rules and Regulation)
(aupiraveAnavsin)Coie e orca
alata eyes a eae
Renew C ieee ea
Bre CLC es
Governance
At least one separate director
Bence ure ines Cat}
general knowledge in environmental
Peon
eee ied ede El
Committees
bocinee re clemiennens
Committee or|Risk Mgt) Committee.
Cerca n err eee ic)
Pe Rey
Er
Pee rile feels e Le)
Peer SECLICs
\Includes. Reporting and Disclosures as
| ace
Econ cnn eer ts
Corporate Social Responsibility(CSR)
ports
‘AUDIT BY CA AJAY SIR