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Vol 4: Issue No.10 : October, 2004
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Hony. Editor
Dr. Bindi Mehta
Professor & Chairperson (Research & Publications)
Narsee Monjee Institute of Management Studies
(Deemed University)
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International Events
More Than Half of Listed Firms Have Weak Corporate Governance

More than half of the firms listed on the Korea Stock Exchange were found to have weak corporate governance structures, reflecting the need to improve their governance practices, the Corporate Governance Service (CGS) said Thursday.

Out of the 407 listed firms surveyed by the CGS, a total of 260 companies had weak or very weak corporate governance structure. The survey took into account criteria such as protection of shareholder rights, operation of the board, transparency of management and operation of audit committees.

The CGS categorized the companies into eight groups _ ranging from excellent to very weak _ according to their level of governance practices.
No company was ranked in the excellent category and KT&G was the only firm to be placed in the very strong category.

KT, POSCO and Jeonbuk Bank had strong governance structures and 13 other firms including Samsung Electronics, Hana Bank, KTF, SK Telecom and Shinhan Financial Group had very good governance structures.


 
Corporate governance code vital to cutting corruption -
Speakers observe at BEI-Junior Chamber seminar

Speakers at seminar called for formulating a national corporate governance code to bring in transparency and reduce corruption in corporate sector.

They said the comprehensive code should cover private sector as well as state-owned enterprises and non-governmental organisations.

"Corporate governance ensures ethical business practices helping to cut corruption in society," Junior Chamber International (JCI) President Fernando Sanchez-Arias said speaking at the seminar on corporate governance.

Bangladesh Enterprise Institute (BEI), a local think tank, and Junior Chamber International (JCI) Bangladesh, local chapter of JCI, a federation of world's young leaders and entrepreneurs, organised the seminar.

The discussants said many of the companies are family-run which maintain little corporate practices. The directorship in many companies is still an honorary position, they said calling for developing professionalism in directorship.

Lack of corporate governance in listed companies hinders smooth growth of country's capital market and erodes investors' confidence, they observed.

The JCI president said, "For implementation of corporate governance, the government and private sector need to work together. Corporate governance and corporate social responsibility are so important because they benefit the society as a whole."

The company management and employees should be given extensive training and education to practise corporate code, he suggested.

Moderating the seminar, BEI President Farooq Sobhan said government cannot force companies to practise corporate governance, but regulators like Securities and Exchange Commission and Bangladesh Bank can play role in this regard.

International Chamber of Commerce-Bangladesh President Mahbubur Rahman said corporate governance in companies in a country depends on how the country is governed.

The country should practise good governance and companies inside it international standard corporate governance, he suggested.
Anne Marshal, charge d'affaires of European Commission delegation in Bangladesh, said corporate code should also cover labour standards, working environment, workers' right, consumer rights and compliance with other international conventions.

Chief Financial Officer of Siemens Bangladesh Christian Laufer said it is hard to practise corporate governance but it shoull be practised as it benefits not only the particular company and its employee but also the country.

"What the companies need is change of mindset to adopt corporate governance," he said.

American Chamber of Commerce in Bangladesh President Aftab-ul Islam said corporate governance code should cover other issues like intellectual property rights.

Foreign Investors' Chamber of Commerce and Industry President Mahbub Jamil said many multinationals and local companies are practising corporate governance in Bangladesh and this should be projected properly.

Wendy Werner, corporate governance working group member of BEI, Data Magfur, JCI National President, Syed Almas Kabir, former national president of JCI Bangladesh and Rumi Saifullah, JCI national executive vice-president, also spoke.

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PeopleSoft and Deloitte Launch New Service to Address Corporate Governance

PeopleSoft Inc. recently introduced Governance Jumpstart, a combination of software and services that will enable organizations to more effectively address evolving regulatory and compliance requirements. The new service combines Deloitte's expertise in risk management and internal controls with PeopleSoft's experience in applying best practices to automate financial processes for compliance. Governance Jumpstart addresses IFRS, Sarbanes-Oxley and Basel II regulations for compliance and will initially be offered in the United Kingdom.

Governance Jumpstart provides organizations with a compliance benchmarking analysis from Deloitte and PeopleSoft. The benchmark analysis will assess an organization's compliance systems and processes currently in place, and provide recommendations to improve business processes and the supporting IT infrastructure.

"Over the next two years companies will face a dramatic increase in the volume of regulatory reporting," said Jeffrey Mann, vice president at META Group, a leading provider of IT research, advisory services and strategic consulting. "European organizations should be working now to develop robust, stable, and auditable IT environments to avoid a frantic, wasteful scramble to meet deadlines."

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Directors’ pay: European Commission recommendations
The European Commission adopted two Recommendations relating respectively to directors’ pay and the role of independent directors. Neither will be binding on Member States, but both seek to converge practices within Europe.

The Recommendations form part of the Commission’s Company Law Action Plan, adopted in May 2003, which aims to promote the creation of a dynamic and flexible corporate governance framework within the EU.

The Action Plan contains a set of initiatives aimed at strengthening shareholders' rights, reinforcing protection for employees and creditors, increasing the efficiency and competitiveness of European business and boosting confidence on capital markets.

Public consultation on the Action Plan as a whole, which ended in mid-September 2003, revealed consensus behind its main measures. The Commission then committed itself to further open consultation on each of the key measures, as a result of which the Commission has now issued the two Recommendations.

Director’s Pay

According to the Commission, this Recommendation takes due account of efforts already made by several Member States, including the UK, and aims to foster these developments by identifying best practices to ensure greater convergence in the EU.

The Commission recommends that Member States ensure that listed companies disclose their policy on directors’ remuneration and tell shareholders how much individual directors are earning and in what form. It invites Member States to adopt measures in four areas i.e. Remuneration Policy, Shareholders' Meeting, Disclosure of the remuneration of individual directors, and Approval of share and share option schemes.

Majority of audit committees, 83 % now perform self-evaluations, compared with 17 % in the earlier study. In other changes, 90 % of companies now have board evaluation policies, as compared to 35 % in 2002. Director training is being provided by 80 % of companies compared with 14 % in the earlier study.

 

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© 2001 Academy of Corporate Governance