Hony. Editor
Dr. Bindi Mehta
(Director, Research at ICSI - CCRT, Formerly, Chief economist, CRISIL )







February, 2003

The high-powered Naresh Chandra Committee, on Corporate Audit & Governance, which submitted its report in December 2002, seems to have been strongly influenced by the corporate scandals that hit the Western, especially the US markets last year. Some of the suggestions are evidently based on the much talked about Sarbanes – Oxley Act, passed by the US government recently. Where the committee differs from its US counterpart is in firmly rejecting the need for a Public Oversight Accounting Board. This suggestion has run into severe problems even in the US. Even at home, it is felt that adding one more regulator may not be the correct step.

As far as the committee’s suggestion on having at least 50 per cent independent directors on all listed companies boards, is concerned the flip side is that the suggestion has come at a time when professionals are shying away from accepting the post of independent director because of the civil as well as criminal liabilities that it might entail. The Department of Company Affairs (DCA) is already seized of the matter and is considering a proposal to dilute the responsibility of the board of directors. The rationale behind the move lies in the fact that directors are not involved in the day-to-day affairs of a company and therefore, should not be held responsible. Similar exemption is already available to government nominees on company’s boards.

Editor
 
 

 

 

 

 
   
 

CORPORATE GOVERNANCE AND FINANCIAL GOVERNANCE

by
Dr. PK Rao

Director, Global Development Institute, USA.

 

[This article is partly based on the author’s forthcoming book ‘Development Finance’
(Springer-Verlag, Berlin, 2003)]


 

The main questions addressed in this brief note are: a) does the route to the attainment of macroeconomic financial market development and its stability pass through principles and practices of corporate governance? b) If yes, how does the passage or mechanism work in terms of relevant causes and effects?

The World Bank Annual Report 2002 stated that the loss of over US $1 trillion in developing countries as a result of banking crises in the 1980s and 1990s suggests an urgent need for promoting a robust financial system. The role of compliance with international standards of financial reporting, accounting, monitoring and evaluation has been emphasized in this context. Earlier, the global Financial Stability Forum in its 2000 report of the Working Group on Capital Flows recommended that national governments should devise corporate laws and accounting regulations to ensure financial transparency of assets and liabilities and promote good corporate governance. It was suggested that such an infrastructure could minimize financial crises and promote proper risk management at corporate and investor levels.

If cascading and contaminating effects of financial failures at corporate and aggregative levels are to be avoided there is an important need for the provision of a common infrastructure for financial governance. This infrastructure comprises: promotion of sound principles of corporate governance in general and financial governance in particular; provision of legal apparatus (including effective Arbitration or other Alternate Dispute Resolution mechanisms) to support investor rights and cost-effective enforcement of contracts; promotion of competitive and efficient capital markets.

Is there any empirical evidence to support these prescriptions? Let us summarise a few noteworthy studies. In an empirical study of corporate finance in 49 countries La Porta et al (1998) found that legal protection of shareholder rights affects the degree of concentration of ownership, and adversely influences access to equity financing. Good financial accounting standards and shareholder protection measures have been found to be associated with a lower concentration of ownership; ownership is apparently a response to the type and degree of legal provisions. Countries with poor investor protection measures have been found to have significantly smaller equity and debt markets. The provision of broader laws of financial contracting and enforcement affect the quality and efficacy of these instruments.

Differences in the legal rights of creditors, and the efficacy with which legal systems enforce those rights account for over half of the cross-country variations in banking development in a sample set of countries (Levine, 1998). The main features of creditor rights recognized for the analysis were: whether a country’s laws impose an automatic stay on the assets of the firm upon its filing a reorganization petition (whereby banks cannot gain possession of collateral or liquidate the firm to meet loan obligations), whether the firm itself or some other court-ordered team manages the firm during the process of reorganization, and whether secured creditors have seniority over others in the distribution of proceeds of the firm in the event of dissolution. Let us recognize that the latter is material only when the rule of law enables cost-effective enforcement of such rights.

Is there a win-win scenario where companies adopt good governance, get rewarded, and thus contribute toward aggregate performance efficiency? There seem to be very few empirical studies that go beyond one-to-one cause and effect relationship between firm value maximization as a return to good corporate governance practices. A notable exception is the following. Black et al (2002) examined the evidence for Korean case and found that corporate governance is a major determinant of the firm value. The study has included 540 major companies (not all of these are financial companies, however) and the cross-section study has been limited to the year 2001. Their index of corporate governance comprised the components including shareholder rights, role of the corporate board of directors, information disclosures to investors, and audit practices. The above summary points to the complementarities of efficient provision of legal infrastructure, corporate governance, firm value, and financial stability at corporate and macroeconomic levels. The role of public authorities in providing requisite infrastructure is seen as significant as the practices of private entities. Clearly substantial additional investigations are useful to pin down several specific ingredients relevant for promoting corporate governance in relation to financial governance.
References

Black, B. S., H. Jang and W. Kim, 2002, Does Corporate Governance affect Firm Value? Evidence from Korea, Stanford Law and Economics Olin Working Paper 237, Stanford University.
La Porta, R., F. Lopez-de-Silanes, A. Shleifer and R. W. Vishny, 1998, Law and Finance, Journal of Political Economy, 106, 1113-1155.
Levine, R., 1998, The Legal Environment, Banks, and Long-Run Economic Growth, Journal of Money, Credit, and Banking, 30, 596-613.
Rao, P. K., 2003, Development Finance, Berlin: Springer-Verlag.


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THE ROLE OF WESTERN VALUES IN CONTEMPORARY INDIAN SOCIETY


Speech by
Shri Narayana Murthy
CEO, Infosys
 
 



A talk delivered at the Lal Bahadur Shastri Institute of Management on October 02, 2002

(
NR Narayana Murthy, Chairman and mentor of Infosys, was earlier this month presented with the prestigious Lal Bahadur Shastri national award for excellence in public administration and management sciences for 2001 by President APJ Abdul Kalam at Rashtrapati Bhavan. Some in the IT fraternity even want to see NR Narayana Murthy as the next president of India. Mr. Narayana Murthy was born on August 20, 1946 in Karnataka, India and obtained his Bachelor of Electrical Engineering (B.E.) from University of Mysore in 1967 and his Master of Technology (M.Tech.) from Indian Institute of Technology (IIT), Kanpur in 1969. He founded Infosys in 1981 along with six software professionals.

Mr. Murthy shares his ideas on what should be done for the progress of contemporary Indian society. These thoughts are as relevant to each one of us as to the students. Read on for the thought provoking speech on the role of Western values in contemporary Indian society...)



 

Ladies and gentlemen,

It is a pleasure to be here at the Lal Bahadur Shastri Institute of Management. Lal Bahadur Shastri was a man of strong values and he epitomized simple living. He was a freedom fighter and innovative administrator who contributed to nation building in full measure. It is indeed a matter of pride for me to be chosen for the Lal Bahadur Shastri Award for Public Administration and Management Sciences. I thank the jury for this honor.

When I got the invitation to speak here, I decided to speak on an important topic on which I have pondered for years - the role of Western values in contemporary Indian society. Coming from a company that is built on strong values, the topic is close to my heart. Moreover, an organization is representative of society, and some of the lessons that I have learnt are applicable in the national context. In fact, values drive progress and define quality of life in society.

The word community joins two Latin words com ("together" or "with") and unus ("one"). A community, then, is both one and many. It is a unified multitude and not a mere group of people. As it is said in the Vedas: Man can live individually, but can survive only collectively. Hence, the challenge is to form a progressive community by balancing the interests of the individual and that of the society. To meet this, we need to develop a value system where people accept modest sacrifices for the common good.

What is a value system? It is the protocol for behavior that enhances the trust, confidence and commitment of members of the community. It goes beyond the domain of legality - it is about decent and desirable behavior. Further, it includes putting the community interests ahead of your own. Thus, our collective survival and progress is predicated on sound values. There are two pillars of the cultural value system - loyalty to family and loyalty to community. One should not be in isolation to the other, because, successful societies are those which combine both harmoniously. It is in this context that I will discuss the role of Western values in contemporary Indian society.

Some of you here might say that most of what I am going to discuss are actually Indian values in old ages, and not Western values. I live in the present, not in the bygone era. Therefore, I have seen these values practiced primarily in the West and not in India. Hence, the title of the topic. I am happy as long as we practice these values - whether we call it Western or old Indian values.

As an Indian, I am proud to be part of a culture, which has deep-rooted family values. We have tremendous loyalty to the family. For instance, parents make enormous sacrifices for their children. They support them until they can stand on their own feet. On the other side, children consider it their duty to take care of aged parents. We believe: Mathru devo bhava - mother is God, and pithru devo bhava - father is God. Further, brothers and sisters sacrifice for each other. In fact, the eldest brother or sister is respected by all the other siblings. As for marriage, it is held to be a sacred union - husband and wife are bonded, most often, for life. In joint families, the entire family works towards the welfare of the family. There is so much love and affection in our family life. This is the essence of Indian values and one of our key strengths. Our families act as a critical support mechanism for us. In fact, the credit to the success of Infosys goes, as much to the founders as to their families, for supporting them through the tough times.

Unfortunately, our attitude towards family life is not reflected in our attitude towards community behavior. From littering the streets to corruption to breaking of contractual obligations, we are apathetic to the common good. In the West - the US, Canada, Europe, Australia, New Zealand - individuals understand that they have to be responsible towards their community. The primary difference between the West and us is that, there, people have a much better societal orientation. They care more for the society than we do. Further, they generally sacrifice more for the society than us. Quality of life is enhanced because of this. This is where we need to learn from the West.

I will talk about some of the lessons that we, Indians, can learn from the West.

In the West, there is respect for the public good. For instance, parks free of litter, clean streets, public toilets free of graffiti - all these are instances of care for the public good. On the contrary, in India, we keep our houses clean and water our gardens everyday - but, when we go to a park, we do not think twice before littering the place.

Corruption, as we see in India, is another example of putting the interest of oneself, and at best that of one's family, above that of the society. Society is relatively corruption free in the West. For instance, it is very difficult to bribe a police officer into avoiding a speeding ticket. This is because of the individual's responsible behavior towards the community as a whole. On the contrary, in India, corruption, tax evasion, cheating and bribery have eaten into our vitals. For instance, contractors bribe officials, and construct low-quality roads and bridges. The result is that society loses in the form of substandard defence equipment and infrastructure, and low-quality recruitment, just to name a few impediments. Unfortunately, this behavior is condoned by almost everyone.

Apathy in solving community matters has held us back from making progress, which is otherwise within our reach. We see serious problems around us but do not try to solve them. We behave as if the problems do not exist or is somebody else's. On the other hand, in the West, people solve societal problems proactively.

There are several examples of our apathetic attitude. For instance, all of us are aware of the problem of drought in India. More than 40 years ago, Dr. K. L. Rao - an irrigation expert, suggested creation of a water grid connecting all the rivers in North and South India, to solve this problem. Unfortunately, nothing has been done about this. The story of power shortage in Bangalore is another instance. In 1983, it was decided to build a thermal power plant to meet Bangalore's power requirements. Unfortunately, we have still not started it. Further, the Milan subway in Bombay is in a deplorable state for the last 40 years, and no action has been taken. To quote another example, considering the constant travel required in the software industry; five years ago, I had suggested a 240-page passport. This would eliminate frequent visits to the passport office. In fact, we are ready to pay for it. However, I am yet to hear from the Ministry of External Affairs on this. We, Indians, would do well to remember Thomas Hunter's words: Idleness travels very slowly, and poverty soon overtakes it.

What could be the reason for all this? We were ruled by foreigners for over thousand years. Thus, we have always believed that public issues belonged to some foreign ruler and that we have no role in solving them. Moreover, we have lost the will to proactively solve our own problems. Thus, we have got used to just executing someone else's orders. Borrowing Aristotle's words: We are what we repeatedly do. Thus, having done this over the years, the decision-makers in our society are not trained for solving problems. Our decision-makers look to somebody else to take decisions. Unfortunately, there is nobody to look up to, and this is the tragedy.

Our intellectual arrogance has also not helped our society. I have traveled extensively, and in my experience, have not come across another society where people are as contemptuous of better societies as we are, with as little progress as we have achieved. Remember that arrogance breeds hypocrisy. No other society gloats so much about the past as we do, with as little current accomplishment. Friends, this is not a new phenomenon, but at least a thousand years old. For instance, Al Barouni, the famous Arabic logician and traveler of the 10th century, who spent about 30 years in India from 997 AD to around 1027 AD, referred to this trait of Indians. According to him, during his visit, most Indian pundits considered it below their dignity even to hold arguments with him. In fact, on a few occasions when a pundit was willing to listen to him, and found his arguments to be very sound, he invariably asked Barouni: which Indian pundit taught these smart things!

The most important attribute of a progressive society is respect for others who have accomplished more than they themselves have, and learn from them. Contrary to this, our leaders make us believe that other societies do not know anything! At the same time, everyday, in the newspapers, you will find numerous claims from our leaders that ours is the greatest nation. These people would do well to remember Thomas Carlyle's words: The greatest of faults is to be conscious of none. If we have to progress, we have to change this attitude, listen to people who have performed better than us, learn from them and perform better than them. Infosys is a good example of such an attitude.

We continue to rationalize our failures. No other society has mastered this art as well as we have. Obviously, this is an excuse to justify our incompetence, corruption, and apathy. This attitude has to change. As Sir Josiah Stamp has said: It is easy to dodge our responsibilities, but we cannot dodge the consequences of dodging our responsibilities.

Another interesting attribute, which we Indians can learn from the West, is their accountability. Irrespective of your position, in the West, you are held accountable for what you do. However, in India, the more 'important' you are, the less answerable you are. For instance, a senior politician once declared that he 'forgot' to file his tax returns for 10 consecutive years - and he got away with it. To quote another instance, there are over 100 loss making public sector units (central) in India. Nevertheless, I have not seen action taken for bad performance against top managers in these organizations.

Dignity of labor is an integral part of the Western value system. In the West, each person is proud about his or her labor that raises honest sweat. On the other hand, in India, we tend to overlook the significance of those who are not in professional jobs. We have a mindset that reveres only supposedly intellectual work. For instance, I have seen many engineers, fresh from college, who only want to do cutting-edge work and not work that is of relevance to business and the country. However, be it an organization or society, there are different people performing different roles. For success, all these people are required to discharge their duties. This includes everyone from the CEO to the person who serves tea - every role is important. Hence, we need a mindset that reveres everyone who puts in honest work.

Indians become intimate even without being friendly. They ask favors of strangers without any hesitation. For instance, the other day, while I was traveling from Bangalore to Mantralaya, I met a fellow traveler on the train. Hardly 5 minutes into the conversation, he requested me to speak to his MD about removing him from the bottom 10% list in his company, earmarked for disciplinary action. I was reminded of what Rudyard Kipling once said: A westerner can be friendly without being intimate while an easterner tends to be intimate without being friendly.

Yet another lesson to be learnt from the West, is about their professionalism in dealings. The common good being more important than personal equations, people do not let personal relations interfere with their professional dealings. For instance, they don't hesitate to chastise a colleague, even if he is a personal friend, for incompetent work. In India, I have seen that we tend to view even work interactions from a personal perspective. Further, we are the most 'thin-skinned' society in the world - we see insults where none is meant. This may be because we were not free for most of the last thousand years.

Further, we seem to extend this lack of professionalism to our sense of punctuality. We do not seem to respect the other person's time. The Indian Standard Time somehow seems to be always running late. Moreover, deadlines are typically not met. How many public projects are completed on time? The disheartening aspect is that we have accepted this as the norm rather than the exception.

In the West, they show professionalism by embracing meritocracy. Meritocracy by definition means that we cannot let personal prejudices affect our evaluation of an individual's performance. As we increasingly start to benchmark ourselves with global standards, we have to embrace meritocracy. In the West, right from a very young age, parents teach their children to be independent in thinking. Thus, they grow up to be strong, confident individuals. In India, we still suffer from feudal thinking. I have seen people, who are otherwise bright, refusing to show independence and preferring to be told what to do by their boss. We need to overcome this attitude if we have to succeed globally.

The Western value system teaches respect to contractual obligation. In the West, contractual obligations are seldom dishonored. This is important - enforceability of legal rights and contracts is the most important factor in the enhancement of credibility of our people and nation. In India, we consider our marriage vows as sacred. We are willing to sacrifice in order to respect our marriage vows. However, we do not extend this to the public domain. For instance, India had an unfavorable contract with Enron. Instead of punishing the people responsible for negotiating this, we reneged on the contract - this was much before we came to know about the illegal activities at Enron. To quote another instance, I had given recommendations to several students for the national scholarship for higher studies in US universities. Most of them did not return to India even though contractually they were obliged to spend five years after their degree in India. In fact, according to a professor at a reputed US university, the maximum default rate for student loans is among Indians - all of these students pass out in flying colors and land lucrative jobs, yet they refuse to pay back their loans. Thus, their action has made it difficult for the students after them, from India, to obtain loans. We have to change this attitude.

Further, we Indians do not display intellectual honesty. For example, our political leaders use mobile phones to tell journalists on the other side that they do not believe in technology! If we want our youngsters to progress, such hypocrisy must be stopped.

We are all aware of our rights as citizens. Nevertheless, we often fail to acknowledge the duty that accompanies every right. To borrow Dwight Eisenhower's words: People that values its privileges above its principles soon loses both. Our duty is towards the community as a whole, as much as it is towards our families. We have to remember that fundamental social problems grow out of a lack of commitment to the common good. To quote Henry Beecher: Culture is that which helps us to work for the betterment of all. Hence, friends, I do believe that we can make our society even better by assimilating these Western values into our own culture - we will be stronger for it.

Most of our behavior comes from greed, lack of self-confidence, lack of confidence in the nation, and lack of respect for the society. To borrow Gandhi's words: There is enough in this world for everyone's need, but not enough for everyone's greed. Let us work towards a society where we would do unto others what we would have others do unto us. Let us all be responsible citizens who make our country a great place to live. In the words of Churchill: Responsibility is the price of greatness. We have to extend our family values beyond the boundaries of our home.

Finally, let us work towards maximum welfare of the maximum people - Samasta janaanaam sukhino bhavantu. Thus, let us - people of this generation, conduct ourselves as great citizens rather than just good people so that we can serve as good examples for our younger generation.

Thank you.


 

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© 2001 Academy of Corporate Governance