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2. What is Corporate Governance? Corporate Governance refers to the processes, structures and information used for directing and overseeing the management of an institution. Also ways of bringing the interests of investors and managers into line and ensuring that firms are run for the benefit of investors. Involves regulatory and market mechanisms, and the roles and relationships between a companys management, its board, its shareholders and other stakeholders, and the goals for which the corporation is governed. 3. What is the responsibility of board members? a. Maintaining an awareness of the licensees internal and external operating environment. b. Diligently performing the job. c. Exercising independent judgment and not permitting themselves to be influenced by another director, by management, or by outside interests. d. Avoiding conflicts of interests by inter alia. 4. Why is corporate governance important? As it directly impacts the company behavior and performance not only to shareowners but also to employees, customers, those financing the company, and other stakeholders, including the communities in which the business operates. 5. Agency theory One or more persons (principal) engage another person (agent) to perform some service on their behalf, which involves delegating some decision-making authority to the agent. Stakeholder theory A corporate entity invariably seeks to provide a balance between the interests of its diverse stakeholders in order to ensure that each interest constituency receives some degree of satisfaction. 6. Stewardship theory The Managers objective is primarily to maximize the firms performance because a managers need of achievement and success are satisfied when the firm is performing well. Resource dependency theory The strength of a corporate organization lies in the amount of relevant information it has at its disposal. 7. The corporate governance framework consists of:- 1. Procedures for reconciling the sometimes conflicting interests of stakeholders in accordance with their duties, privileges and roles. 2. Contracts between the company and the stakeholders for distribution of responsibilities, rights, and rewards. 3. Procedures for proper supervision, control, and information-flows to serve as a system of checks-and- balances, Also called corporation governance. 8. Principles of Corporate Governance:- 1. Rights and equitable treatment of shareholders. 2. Interests of other stakeholders. 3. Role and responsibilities of the board. 4. Integrity and ethical behavior. 5. Disclosure and transparency. 9. Regulations Corporate governance principles and codes have been developed in different countries, but one of the most important guidelines has been the OECD Principles of Corporate Governance (published in 1999 and revised in 2004) then the United Nations Intergovernmental Working Group of Experts developed the OECD on International Standards of Accounting and Reporting (ISAR) to produce their Guidance on Good Practices in Corporate Governance Disclosure. 10. Regulations (contd) This internationally agreed benchmark consists of more than fifty distinct disclosure items across five broad categories:- 1. Auditing. 2. Board and management structure and process. 3. Corporate responsibility and compliance. 4. Financial transparency and information disclosure. 5. Ownership structure and exercise of control rights. 11. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to achieve organizational goals as follow:- 1. Monitoring by the board of directors 2. Internal control procedures and internal auditors 3. Balance of power 4. Remuneration 5. Monitoring by large shareholders and/or monitoring by banks and other large creditors 12. External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organization, as follow: 1. Competition 2. Debt covenants 3. Demand for and assessment of performance information 4. Government regulations 5. Managerial labor market 6. Media pressure 7. Takeovers 13. Systemic problems of corporate governance 1. Demand for information 2. Monitoring costs 3. Supply of accounting information Resolving Corporate Governance Disputes Countries seeking to create a capital market and companies seeking to attract local or global capital must develop a framework that assures investors of:- I. The assets they provide will be protected II. disputes related to the companys governance can be addressed effectively. 14. Resolving Corporate Governance Disputes Most companies experience corporate governance conflicts or disputes, although they are less common for well- governed companies. These conflicts and disputes frequently involve the companys shareholders, board directors, and senior executives. To help companies manage and resolve corporate governance disputes more effectively, the Forum has actively promoted the use of ADR (alternative dispute resolution) processes and techniques since 2007. 15. What are the agency problems? Agency problems arise if managers and shareholders have different objectives. Such conflicts are particularly likely when the firms managers have too much cash at their disposal. Managers may place personal goals ahead of corporate goals. The Agency Problem prevention factors Market Forces: The holders of large blocks of a firms stock exert pressure on management to perform Agency Costs: The costs borne by stockholders to minimize agency problems. 16. Do managers really maximize firm value? No, if the managers are not the owners and they might be tempted to act in ways that are not in the best interests of the owners. The agency problem is mitigated in practice through several devices: compensation plans that tie the fortune of the manager to the fortunes of the firm; monitoring by lenders, stock market analysts, and investors; and ultimately the threat that poor performance will result in the removal of the manager. 17. How can corporations provide incentives for everyone to work toward a common end? These problems are kept in check by compensation plans that link the well-being of employees to that of the firm, by monitoring of management by the board of directors, security holders, and creditors, and by the threat of takeover. Motivating Managers: Executive Compensation There are several different ways to compensate executives, including:- -Salary. -Bonus. -Stock appreciation right -Performance shares. -Stock option. -Restricted stock grant. 18. The role of the rating agencies The purpose of rating agency evaluations is to provide objective analysis of the creditworthiness of a corporation. The work of credit rating agencies has evolved into a critical function in our financial system. Who Are the Raters ? As a current or future issuer of or investor in short- and longer- term securities . Raters also provide reposts about the corporate financial position. 19. What Raters Do? The ratings process involves the review of public documents. These data are explained and supplemented by discussions with management on recent performance and future strategies. The evaluations result in credit ratings for specific debt issues based on the issuers ability to repay interest and principal. This is different from the earnings perspective of equity analysts, who calculate earnings per share; returns on assets, equity, or sales; the price/earnings ratio; or market capitalization. 20. What Raters Do? (Contd) Although assignments vary by rating agency, the general approach to the assignment of ratings is as follows:- I. Repayment on time usually is given one of the investment grade ratings (AAA to A). II. The possibility of not being paid on time is considered noninvestment grade (BBB to B). III. The possibility of not being paid in full is known colloquially as junk (C). IV. The fact of not paying is considered as in default (D). 21. How ratings are constructed? The precise process in developing a rating is confidential, although the analysis is known to focus on industry comparisons, financial performance and stability, and the quality of management. The ratings agencies do not use a formula or standard template but review each company with due respect for unusual factors, trends and developments, and various no quantifiable concerns. 22. Rating agency problems In effect, the rating agencies are market regulators without any official status or qualification requirement. They benefit from practices that could be considered as abusive. An examination of various legal pleadings and other public documents indicates the following problems. I. Accuracy Issues II. Objectivity Issues III. Coercion Issues IV. Qualifications Issues. 23. So, whos rating the rating agencies? The power and impact of the rating agencies arguably exceeds the role normally accorded independent. In order to appreciate the origin of this status, it is useful to examine recent rating agency history. - Moodys - Standard & Poors - Fitch Nationally Recognized Rating Organization? 24. Conclusions The CFO has no choice but to work closely with the rating gencies to elicit the highest possible grade for commercial paper and bond financings. We expect increasing competition among the rating agencies for business, with the accompanying demand for access to managers to discuss company activities. Any significant business developments should be communicated to rating agencies prior to a public announcement.