The document discusses the value proposition of corporate governance. It defines corporate governance and outlines its key objectives such as strengthening management oversight, balancing skills on the board, establishing codes of conduct, and safeguarding transparency and accountability. Good corporate governance is associated with higher firm valuation and performance over the long term. The roles and responsibilities of the corporate board are also discussed.

1. Value proposition of Corporate Governance Sudhendu Bali 2 August, 2010 Guest Faculty University Institute of Applied Management Sciences, Panjab University, Chandigarh

14. Corporate Governance and Capital Markets Source: A McKinsey Survey of Global Investors

17. Separation of Board & Management Governance – the work of the board Management – the work of the executive management team CEO CHM

18. Corporate Governance & Corporate Management Governance Management Concerned with getting the company there Concerned with where the company is going Task-oriented Strategy- oriented Management assumes a closed system Governance assumes an open system Internal Focus External Focus CORPORATE MANAGEMENT CORPORATE GOVERNANCE

19. Board Responsibilities Outward looking Inward looking Past & present focus Future focus Approve and work with and through the CEO Conform Perform Policy Making Monitoring & Supervising Strategy Formulation Providing Accountability

20. ENTERPRISE GOVERNANCE CORPORATE GOVERNANCE BUSINESS GOVERNANCE The two dimensions need to be in balance ! Dimensions Dimensions (Conformance) (Performance)

23. Governance Orientation Matrix Professional

25. International scenario Principles of Good Corporate Governance and Best Practice Recommendations ASX Corporate Governance Council, Australia 2003 Areas/Aspects Covered Name of Committee/Body Year Review of role of effectiveness of Non-executive Directors Derek Higgs Committee, UK 2003 Principles for Corporate Governance in Commonwealth CACG 1999 Principles of Corporate Governance OECD 1999 Improving the Effectiveness of Corporate Audit Committees Blue Ribbon Committee, US 1999 Combine Code of Best Practices Hampel Committee, UK 1998 Directors’ Remuneration Corporate Governance Financial Aspects of Corporate Governance Greenbury Committee , UK 1995 Mervyn E . King’s Committee , South Africa 1994 Sir Adrian Cadbury Committee, UK 1992

26. Indian scenario Areas/Aspects Covered Name of Committee/Body Year Corporate Governance N. R. Narayana Murthy Committee 2003 Corporate Audit & Governance Naresh Chandra Committee 2002 Corporate Governance Kumar Mangalam Birla Committee 1999 Desirable Corporate Governance – A Code Confederation of Indian Industry (CII) 1998