GRFCG CONFERENCE 2019: CORPORATE GOVERNANCE: ISSUES, CHALLENGES AND CHANGING PARADIGMS
PROGRAM FOR SATURDAY, SEPTEMBER 7TH
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09:00-10:00Welcome Coffee and REGISTRATION
13:00-13:45Lunch Break
13:45-15:00 Session 2A: Corporate governance and changing business environment
Location: HALL 1
13:45
Gate keepers of governance - watching the watchdogs

ABSTRACT. The Indian economy has seen a phenomenal change since the liberalisation. As the market grew in size the reforms of management were ushered against that of regulations. However, when the free market forces gained prominence, the inherent problem of the agency system of management cast its shadows even on the Indian entities. Globally the ill effects had been encountered and governance measures were being put in place. Yet most of them were reactions to some system failures that could not be anticipated unless it was too late. It was soon realised world over that the governance and management structure needed constant monitoring and reforms. Expert committees to review and recommend curative measures were formed and regulators left no stone unturned to prevent such governance failure in the future. India was no exception and it aligned its efforts to the global reforms. As an outcome of business becoming more and more complex, various independent agencies were established to assure that things were in order. The Auditor, Legal Counsel, Company Secretaries, Credit rating agencies were bestowed with unique responsibilities by business houses which were later codified by legislators. Yet, such agencies which inherently were supposed to be gatekeepers of good governance seemed to give way to practices which sent shockwaves in the global businesses and ruined many hopes of creating wealth for investors. This article presents the logical evolution of gatekeepers and their role. The gatekeepers who were seen as watchdogs are now required to be watched upon. The article analyses the series of failures that culminated in India’s most illustrious governance system failure at IL&FS and suggests reforms which could be considered to prevent the same in future.

14:00
CG theory of business growth

ABSTRACT. The paper aims to develop a CG theory of business growth. It aims so on several counts. One, several failures in corporate governance may be attributed to the pursuit of untenable growth trajectories and pace of growth. Two, separation of ownership and management in corporate settings creates room for opportunistic managerial behaviour vis-à-vis business growth that needs be addressed by effective corporate governance. Three, and as a corollary to two, whilst the extant CG theories viz., shareholder, stakeholder and trusteeship theories do provide a normative template for effective corporate governance, a more grounded CG theory of business growth is likely to emphasize the governance discourse from, instead of compliance to performance. A CG theory of business growth would be rooted more in competence of the board and other CG mechanisms than abstract moral integrity. Fourth, while the extant literature on business growth does provide economic theory and managerial/ strategic theory perspectives on business growth, a governance theory of business growth is conspicuous by its absence. Generalizing the CG theory of business growth even further, the paper delineates governance roles during the successive stages of business growth via organizational transformation. Fifth, CG theory of business growth would be integrative of the institutional context of corporate governance just the way variety of capitalism (VOC) perspective permits acceptance of variation in corporate governance mechanisms across different setting viz., diffused ownership, concentrated ownership, mode of finance, scale of business, etc.

14:15
Corporate Governance and Dividend Payout Policy: Evidence from New Companies Act 2013

ABSTRACT. Abstract The purpose of this paper is to study the impact of ownership structure and corporate governance on dividend policy in emerging markets, like India. Using the dataset of 500 firms over the period of 2012-2017, the panel regression estimates show strong and robust evidence that board independence, board executive compensation and gender diversity on board are significantly related to dividend. The results show that if the board members are independent especially women and non-executive, they take the decision to pay more dividends as compared to executive male directors. In line with this statement, the results support the outcome hypothesis as proposed by La Porta et al. (2000). The expropriation of minority shareholders would be less when highly controlled firms follow guidelines of good corporate governance.

14:30
PARADIGM SHIFT IN CORPORATE GOVERNANCE AND AGENCY COST IN POST-INDIAN COMPANIES ACT 2013

ABSTRACT. This research paper has attempted to empirically examine how the various internal and external governance mechanisms mitigate the agency cost in Indian corporate sector during the post-Indian Companies Act 2013, using the panel OLS regression methodology on a sample drawn from the BSE 500 index of Bombay Stock Exchange (BSE) for a 5-year period spanning from 2014-2018. Based on the review of literature, this paper has utilised three alternate proxies, Tobin’s Q, Operating Ratio and Asset Utilisation for measuring agency cost as dependent variable, and also has identified eleven corporate governance mechanisms as independent variables such as board size, executive directors, independent directors, promoters’ holdings, CEO-chairperson duality, audit committee, shareholders’ committee, nomination and remuneration committee, leverage, bank debt and firm size. The descriptive statistics, Pearson’s correlation coefficients and multivariate regression analysis have performed for examining the nature of relationship between agency problems and corporate governance. The research findings render certain insights about the corporate governance system and nature and extent of conflict of interest prevailing among various stakeholders. The research findings lead to the conclusion that the corporate governance mechanisms, which have been incorporated in Indian Companies Act 2013 for bringing in transparency, integrity and accountability in the Indian corporate sector, have failed to deal with the agency conflicts exist between managers and various stakeholders. However, it appears that the Indian corporate sector is gradually moving towards compliance to the governance mechanisms.

14:45
Corporate Governance in India- Stakeholder's Perspective

ABSTRACT. Good Corporate Governance represents company’s commitment to values, conducting business ethically and keeping interests of its shareholders and stakeholders. There are three major players in the Corporate Governance framework of a country where shareholders are the rightful owner of the company who appoint the Board of Directors for company’s functioning and management accomplish the day to day affairs and work under the guidance of the Board. The concept of Corporate Governance has evolved overtime and has slowly gained prominence in India also. The newly revamped Companies Act, 2013 has emphasised on the role of shareholders in the Corporate Governance of an organisation. Present study attempts compare the opinions of Shareholders as well as Managerial Personnel on the role played by various key players in the governance framework in a country along with their views on Corporate Governance reforms relating to Shareholder democracy introduced lately .It reveals contrasting views of the two stakeholders and the presents the reasons thereof.

13:45-15:00 Session 2B: CSR and sustainability
Location: HALL 2
13:45
Relationship between CSR and Firms’ Financial Performance: Empirical evidence from Indian Banks

ABSTRACT. Despite plenty of research on the relationship between corporate social responsibility (CSR) and financial performance (FP) of firm, there barely lies conclusive literature. The purpose of this study is to investigate the relationship CSR and financial performance in the Indian banking sector. Data have been collected for 8 banks, for period of 10 years (2009-2018). The result indicates that there is a negative impact of CSR on profitability but CSR has no impact on the Earning per Share.

14:00
Corporate Social Responsibility Practices in Public Sector Undertakings of India: A Case Study of Power Sector Companies

ABSTRACT. Corporate social responsibility has changed its form over the years from mere patronage to the compulsory contribution towards society. The agenda of this study is to examine the compliance and disclosure level of power sector public companies in the context of corporate social responsibility taking new provisions of the Companies Act as a foundation. The sample of four companies has been considered and their annual reports of four years have been examined for the same. It has been found that companies comply with the disclosure requirements stated in the act but reflects inconsistency in their CSR performance. The study has also been witnessed an imprecise explanation of unspent amount and expenditure towards the confined areas. The study suggests to maintain consistency in CSR performance, transparent reporting of the unspent amount in any year and promoting an inclusive pattern of the expenditure covering most of the dimensions of corporate social responsibility.

14:15
INDIAN BOARDS AND CSR SPENDING

ABSTRACT. Companies exist as sociological entities, who acquire resources from various stakeholders to achieve their objectives, thus stakeholder theory of corporate governance emphasize upon their responsibility towards society to ensure success in long term. As a result, companies should engage in corporate social responsibility (CSR) activities for society’s welfare. To promote responsible business, CSR legislation was introduced in the Companies Act, 2013. However, CSR policy of a company is influenced by management’s inclination towards meeting stakeholders’ expectations; they have discretion over the allocation of amount on CSR activities. Thus the existence of robust corporate governance becomes crucial, in determining the extent of CSR expenditure. The study is therefore undertaken with the objective to investigate the role of board in determining CSR spending, using panel data of 719 Indian listed companies for the period FY 2015 to FY 2017. The results found negative impact of participation of non independent directors in board meetings on CSR spending, indicating ineffective role of board in monitoring management’s excessive control in CSR decisions. This implies need to review governance regulations and to take stringent action against non compliance on CSR.

14:30
CORPORATE SOCIAL RESPONSIBILITY AND HUMAN DEVELOPMENT INDEX LINKAGES

ABSTRACT. Corporate Social Responsibility (CSR) is the commitment by business houses to behave ethically and contribute towards economic development while improving the quality of life of all the stakeholders. The concept of CSR is quite old in India and our religious beliefs since ages also preach towards “giving back” to the society. Old Indian corporates have been doing this all along in the form of charity and assistance. Though this concept of compassion was there since ages, the term CSR became much more relevant as it was made mandatory with the enactment of the Companies Act 2013 and the CSR (Policy) Rules effective from 1st April 2014. In order to understand the CSR-HDI linkages the total CSR expenditure of Indian companies has been analysed. Diverse areas of CSR spending has also been assessed.

14:45
“CORPORATE SOCIAL RESPONSIBILITIES PRACTICES IN INDIA: A STUDY OF COMPANIES LISTED IN BSE SENSEX”

ABSTRACT. Corporate social responsibility covers the relationship between corporations and the society in which they operate. The corporate houses are no longer such economic entities that operate only for profit motive and do not care for the general public. Companies cannot act only as profit motive organizations with different attitude towards the society. The health, education, environment of the community in which industrial unit is located is a matter of concern for the company, as a company cannot operate in a society which suffers from social evils like poor health, illiteracy, polluted environment. Thus the company should serve for the upliftment of the society. Further, the growing cognizance in society hampers the companies to behave in a socially irresponsible way. At least companies should ensure their activities do not adversely affect the society and the environment. In India, at present companies act,2013 made it mandatory for every company having net worth of five hundred crore to spend at least 2% of the average net profit of their three immediately preceding financial years. The present study is an attempt to study CSR practices of the 30 companies listed in BSE Sensex. The study did the brief analyses of the annual reports of the 30 BSE listed companies to show the extent of CSR practices undertaken by them. The result is shown in tabular form. Study revealed some awakening facts which shall serve as guide for policy making relating to CSR activities. Government needs to identify those areas of societal development according to the need of the region which needs corporates attention. Further it was found that most of the companies are complying with the requirement of sec.135 of the companies act, 2013.

13:45-15:00 Session 2C: Regulatory Framework and Reporting
Location: HALL 3
13:45
SUSTAINABILITY REPORTING IN INDIA: THE STAKEHOLDER’S VIEW

ABSTRACT. Sustainability reporting is gaining popularity as an instrument of communication between corporates and its stakeholders. With regulation of practice of sustainability and its reporting, it is essential to understand the perceptions of stakeholders related to this practice. The objective of this paper is to provide empirical evidence on different dimensions of sustainability reporting in the context of an emerging country, India. To achieve the objectives, authors have conducted a series of semi structured interviews with individuals who identify themselves as stakeholders of sustainability reports. Categorizing the stakeholders as readers and preparers, the discussions highlight the consistency and conflict between them on different aspects of sustainability reporting.

14:00
Do the Amendments to the Companies Act 2013 Encourage Higher Standards in Corporate Governance?

ABSTRACT. If 18th and 19th century marked industrial revolution and 20th century managerial revolution, the 21st century represents an era of emphasis on corporate governance. Triggered by unscrupulous conduct of some well-known corporations, there has been a wave of reforms in laws regulating the conduct of the corporations across the world. These reforms tread a difficult path i.e. the balance between the need to rein in the unscrupulous and the need to ease up the affairs of the scrupulous. In general, these reforms address to the perennial challenge of balance between the autonomy and the accountability of those responsible for corporate governance. However, the process often turns iterative and moves back and forth. This can be self-defeating. In this context, the paper evaluates select amendments pertaining to the governance of the corporations in the Companies Act 2013, the Act. It then delves into a discussion of an emerging trend of delegated legislation where the executive is allowed to formulate and implement rules without having to undergo the due process of law making. We are of the view that such a trend is (a) fraught with the possibility of un-easing of doing business; (b) likely to complicate the compliance; and, (c) contrary to the inherent logic of demarcation and distribution of responsibilities between the legislature, the executive and the judiciary. The frequency with which delegated powers are used worsens the situation.

14:15
Regulatory Framework of Corporate Governance: An Indian Perspective

ABSTRACT. The Indian Corporate Governance Laws have their legacy in the English Legal System. The regulatory framework governing corporate governance practises in India has undergone sea changes in its journey from the pre-independence era to current date corporate culture. The same is still dynamically changing in order to ensure best corporate governance practices. The central theme of the regulatory framework perpetually remains in investor protection. However the aspects of de jure and de facto need to be evaluated to understand whether the plethora of laws prevailing in India have been able to achieve the objectives for which they were framed. In this paper attempt has been made to elaborate the Corporate Governance mechanisms in the context of the legal framework in India especially how the Companies Act 2013 has been a path breaking legislation but requires proper implementation thereby necessitating a shift from a voluntary mechanism to a mandatory mechanism of compliance. This study seeks to gain insights into the major regulatory changes impacted corporate governance practices in India

14:30
The quality of Mandatory Disclosure of Indian Listed Companies

ABSTRACT. The idea behind study in this paper is to assess the level of mandatory disclosures post Companies Act, 2013 attributable to the quality of mandatory disclosure practices by the listed companies in India. It is also designed to examine the trend of disclosure over the year and to investigate the variation of disclosure across the samples for measuring the quality of disclosure practices. Thirty Eight annual reports for the year 2015-2018 of S & P, CNX NIFTY non-financial companies listed with National Stock Exchange in India have been considered as sample to find the empirical result of this study. The outcome of the Content analysis reveals that the mean score of mandatory disclosure is 82.35 percent with a range of 65.21% to 92.75%. The Paired sample T-test result shows that there is a little variation observed in the disclosure practices over the years. The overall finding of this study is that the quality of mandatory disclosure practiced by listed companies in India is being improved over the years at a little variation.

14:45
Corporate Governance Regulatory Framework and Disclosure Practices through Board Committees: A Case Study of Selected Private Banks

ABSTRACT. This study examines the Corporate Governance Disclosure Practices through Board Committees adopted by three Private Banking Sector Companies included in BSE SENSEX viz., Axis Bank Ltd. HDFC Bank Ltd. ,ICICI Bank Ltd for financial year 2018-19.To ascertain the compliance of Disclosures checklists have been prepared on the basis of Legal and Statutory requirements as per SEBI (Listing and Disclosure Requirements) Regulations,2015 and Companies Act,2013.The study concludes that Axis bank and HDFC bank have constituted more number of Voluntary Committees than ICICI bank .Though all the companies complied with Mandatory Board committees constitution but ICICI is lagging behind in Voluntary Committees Formation which are significantly less in number in comparison to other two Banks.This might hamper the Companies sound Corporate Governance Standards and face trouble in enhancing transparency and accountability in near future. Therefore, this study suggests that ICICI needs to improve its corporate Governance disclosure practices by forming more number of Voluntary Committees and rise their disclosure practices which in turn will increase the Corporate Governance disclosure practices for effective Governance of Company’s affairs.

15:00-15:15Coffee Break
15:15-17:00 Session 3A: Corporate governance and changing business environment
Location: HALL 1
15:15
CORPORATE GOVERNANCE IN INDIAN BANKING SECTOR: AN ANALYSIS

ABSTRACT. Abstract: According to SEBI Clause 49 and provisions of Companies Act 2013, the Corporate Governance is understood as a system of overall controls in a corporate entity, it defines the role, responsibilities and accountability within an Organization, the efficient Corporate Governance practices provide increment in returns to investors by lowering cost of capital, by reducing the risk and the banks play a crucial role in the flow of capital, this is an imperative constituent of any economy. In case of the banking sector, where the entities accept public deposits for fulfilling of certain contracts, the relationship is reliable with responsibilities to protect the interests of all stakeholders, so the proper governance of banking sector is very crucial for growth and development of the economy. The banking system of India is consisting presently as 27 Public Sector, 21 Private Sector, 49 Foreign, 56 Regional Rural Banks, 1,562 Urban Cooperative Banks and 94,384 Rural Cooperative Banks, including to cooperative credit institutions. In this study we have selected 8 banks out of which 4 from the public sector and remains 4 from the private sector, the paper discusses the corporate governance as management system in banks, its necessity in the banking sector. The paper also tries to clarify every discussion to corporate governance on the basis of seven selected parameters; the data used in this paper has been compiled through various secondary sources and from government websites. Finally, we find out that Corporate Governance compliances are fairly good in all selected banks & fulfilling the mandatory requirements of the Code of Corporate Governance as per the SEBI clause 49 Listing Agreement & RBI.

15:30
RESEARCH ON WHISTLEBLOWING IN INDIA: A THEMATIC ANALYSIS
15:50
CORPORATE GOVERNANCE PRACTICES AND SHAREHOLDERS ACTIVISM- A comparative study of Public & Private Sector Enterprises of India.

ABSTRACT. Shareholders add value to the organizations.Paper focuses on the issues related with believes and outlook of shareholders in respect of corporate governance practices in public and private sector enterprises. The main focus of the study is on public and private enterprises of India representing chemical and fertilizers industry and power industry. The main objective of the paper was to discern the awareness level of shareholders and corporate governance practices of companies towards shareholders. Comparatively, majority of the private sector’s respondents were found more aware rather than public sector. Some parameters have been highlighted for consideration before & after investment by individual shareholder Public sector’s AGM’s were found more transparent than private sector’s AGM. Moderately, it can be said that shortcomings related to the governance of company are more in private sector enterprises than public sector enterprises. It has been recommended that 360 degree communication and feedback system within organization, increased participation of various stakeholders and ethical management system with expert monitoring of corporate functioning can improve quality of corporate governance. “Programmes on Shareholder Activism in India and short duration courses are required for generating shareholder's awareness. Furthermore AGM proceedings should have translation in Hindi language.A simple model for Good Corporate Governance has been developed which is presenting CG Function for endorsing corporate governance practices.

16:05
Role of Spirituality in the Changing Business Environment and its Impact on Corporate Governance

ABSTRACT. Today’s business environment is highly dynamic. With so much volatility and uncertainty there is bound to be stress, cut throat competition and worry. People working in such an environment are focusing on making material gains. Making profits by hook or crook has become the latest mantra. Business ethics and morality have taken a backseat. This race for becoming number one has negatively impacted the health of the employees. There has been a rise in the cases of heart attacks, blood pressure, depression etc. To counter this problem many companies have taken to the path of spirituality. India is a hub of spiritual leaders and there are organizations like Isha foundation. Brahmakumaris, Art of Living, Vipassana etc. who have been approached by the corporates to conduct spiritual classes for their employees. This has not only positively impacted the employees but also affected their corporate governance. This paper is an endeavor to study the linkages between the corporates and the spiritual organizations and their impact on corporate governance.

16:20
Corporate Governance in Airline Industry from Employees' Perspective: An Empirical Evidence

ABSTRACT. Accentuating the relevance of corporate governance in the contemporary era, this paper attempts to present a rigorous empirical examination on the perception of Indian airline employees on the effect of corporate governance on the performance of Indian airline companies. For the aforesaid purpose, a self-designed questionnaire was used and administered on 300 sample respondents selected from airline sector. The data was collected and analysed using Exploratory Factor Analysis (EFA), Confirmatory Factor Analysis (CFA) and Structured Equation Modeling (SEM) techniques to underpin the underlying structure of corporate governance. Governance related airline studies and the empirical testing of the construct of corporate governance in Indian context have probably never been conducted so far. The outcome of this study would provide connotations for academicians, practitioners and companies engaged in aviation sector and will definitely help them to understand corporate governance practices in a better way thereby creating sustainable business that work in the long-run interests of all stakeholders of the company and growth of the economy.

16:35
PREDICTION OF MANAGERIAL FRAUD IN ICICI BANK

ABSTRACT. The Indian banking industry has seen various governance scams in the recent years. In the last 3 years, there has been a loss of thousands of crores due to various scams. Our paper reveals the managerial fraud which happened in ICICI bank in 2018. We also try to find out the predictive ability of financial and corporate governance variables to detect fraud so that such fraud doesn’t happen in the future. In this paper we found out that it is not easy to predict the managerial fraud in the case of ICICI bank with the help of financial and governance variables as the success rate is half. Better and more stringent monitoring policy is required to avoid such frauds or scams in future.

16:50
THE BIRD WITH NO MORE WINGS: A STUDY OF KINGFISHER AIRLINES

ABSTRACT. The failure of Kingfisher is a classic example of poor market research and a failure in understanding the economic conditions of the market. Despite of attaining a prime market position the airline was grounded to meet its sad demise. A comprehensive case needs to be developed to acquaint future managers with the mistakes committed in implementation of strategies and wrong decisions taken by the board. Liberalization, Open sky policy, capacity sharing and market access for Indian airlines have resulted into huge possibilities but at the same time not keeping pace with market sentiments has cost these airlines heavily. It is the need of hour for the airlines to shift their focus to passengers-oriented services but this has to be done very cautiously. Kingfisher attempted the same and ultimately was not able to service the passengers because of constant change in focus and policies. Despite of running a successful business and having a strong group of companies to bail kingfisher out in time of need, the airline was grounded in no time of its existence is a debatable topic. Therefore, the primary purpose of this study is to chalk out flaws with Kingfisher Airlines and its strategies so that other Airlines can learn from its mistakes.

15:15-17:00 Session 3B: Corporate Governance Across Countries I
Location: HALL 2
15:15
Owning Structure, Risk Management and Performance: The case of Latin American Banks.

ABSTRACT. Our analysis uses data gathered from a sample of 81 large banks from six Latin American countries over the 2013–2017 period to examine the impact of alternative ownership models, together with the degree of ownership concentration on profitability, cost efficiency and risk management. Three main results emerge. First, after controlling for bank characteristics, country and time effects, mutual banks and state-owned banks exhibit a lower profitability than privately owned banks, in spite of their lower costs. Second, public sector banks have poorer loan quality and higher insolvency risk than other types of banks while mutual banks have better loan quality and lower asset risk than both private and public sector banks. Finally, while ownership concentration does not significantly affect a bank’s profitability, a higher ownership concentration is associated with better loan quality, lower asset risk and lower insolvency risk. These differences, along with differences in asset composition and funding mix, indicate a different financial intermediation model for the different ownership forms.

15:30
Impact of Corporate Governance Practices on Firms’ Value: A Comparative Study between India and Gulf Countries

ABSTRACT. Corporate governance plays a vital role in creating a corporate culture of consciousness, transparency, and openness. In this context, this study provides a brief view about the background of corporate governance mechanisms in India and Gulf Corporation Council (GCC), corporate legal system and monitoring policies laid down by Indian and GCC governments and other regulatory bodies. Furthermore, it aims to analyze the impact of corporate governance mechanisms on the firms' value of Indian and GCC listed firms. The study depends on secondary data collected from different web sources and annual reports covering eight years from 2008-09 to 2015-16. The study applies the Generalized Method of Moment (GMM) to test the relationships among variables. Fifty-three non-financial listed companies from India and fifty-three non-financial listed companies from GCC were selected. The study took Tobin Q for measuring firms’ value. Board accountability (BA), audit committee (AC) and transparency disclosure (TD) were taken as proxies for corporate governance. Results revealed that (BA) and (AC) have an insignificant impact on firms' value measured by TQ. Similarly, (TD) has an insignificant negative impact on firms' performance measured by TQ. In terms of control variables, it is found that LEV and GE have an insignificant impact on firms' value. The country dummy results show that Indian firms are performing better than Gulf countries ones in terms of corporate governance practices and financial performance. The current study contributes to the existing literature by providing a concise view of how corporate governance mechanism is running in the firms, more particularly in India & GCC listed firms. The study is a battery for further research and studies between GCC and India in the context of corporate governance and firms value.

15:45
((CORPORATE GOVERNANCE AND SUSTAINABILITY OF FINANCIAL INSTITUTIONS)). A COMPARTIVE STUDY OF GULF COOPERATION COUNCIL(GCC) COUNTRIES BANKS AND INDIAN BANKS.

ABSTRACT. Abstract

Corporate governance has received much attention in recent years and Its effect on sustainability of financial institutions in both developed and developing countries. As many studies look at the effect of corporate governance on sustainability of financial institutions. This paper looked at the correlation between corporate governance and sustainability of financial institutions of selected banks in GCC countries and India. Sustainability of Financial institutions of the banks was measured by Strategy policy development. while the corporate governance attributes used included board composition, board size, independence of committees and duality. The study used descriptive research design. The study population was 261 respondents. Data were obtained from 221 out of the 261 respondents and analyzed using descriptive statistics and multiple regression analysis between the months of April 2019 and June 2019. In summary, the study found a positive correlation between corporate governance and Sustainability of financial institutions. The Sustainability of Financial institutions was measured using Strategy policy development. This means that practicing good corporate governance enhances the Sustainability of Financial institutions of banks. This paper suggests that further studies should cover more corporate governance attributes so that a conclusive analysis of this study can be done.

16:00
Corporate Governance and Dividend Policy Of Indian Companies: Comparative analysis with US Companies

ABSTRACT. Abstract The present paper intends to find out the relationship between corporate governance and dividend decisions of Indian companies. The paper has tested the relationship between corporate governance variables such as CEO duality, Size of the board, Percentage of independence in board and Institutional ownership and dividend pay-out of listed non-financial Dividend Stocks of NSE NIFTY. Further the effect of corporate governance disclosure index and dividend pay-out had been examined. To make sense of our result, we had made a comparative analysis with that S& P listed Dividend Stocks in USA. The findings suggest the applicability of signalling effect in Indian scenario. The signalling effect has been reaffirmed because increase in dividend increases the price of the company. The factors affecting dividend pay-out are return on asset, debt equity ratio, investment opportunities, dividend history and board independence. High dividend pay-out is the outcome of good governance disclosure score. Dividend pay-out is positively and significantly related with independence of the directors in the board of Companies in both Countries. We also find out high level of pay-out in USA companies is associated with high institutional ownership and independence of board

16:15
Comparative Analysis of corporate governance code of BRICS countries

ABSTRACT. The purpose of this study is to compare the codes of corporate governance of the BRICS countries i.e. Brazil, Russia, India, China, and South Africa. The present study is based on a review of documents and literature. It is basically exploratory in nature. The similarities and dissimilarities in the corporate governance code of BRICS countries have been reviewed. The similarities among BRICS countries are clarity in the role of directors, the involvement of independent directors, the existence of Audit committee, disclosure of related party, performance evaluation of directors, disclosure of corporate governance, and composition of the board. The dissimilarities are due to the fiscal council, CEO duality, women director and many more. These findings help the regulators in taking corrective action for the improvement of governance.

16:30
Women on Corporate Boards: An International Perspective

ABSTRACT. Given the growing importance of diverse boards and gender parity in board composition as a vital element of corporate governance, the association between gender diversity and corporate governance needs further exploration in terms of both theoretical review and empirical evidence. The present paper seeks to trace the evolution of the literature on gender diversity in corporate boards across different countries. It brings out the current debate on imposition of gender quotas and the proposal to enforce it, by the regulatory bodies of many countries. This might help in suggesting the alternative approaches to address the issue of glass ceiling and overcome the problems like tokenism associated with the quota system. The focus of most of the research relating to gender diversity on corporate boards have been the developed countries such as US, UK, Europe and Australia. The dissimilarities in the legal, political, social, cultural and economic environment of these countries with emerging economies call for an investigation in the corporate drivers of gender diversity in developing countries as well and point out the factors causing the problem of glass ceiling in these economies. And hence provide a guide in suggesting the road ahead to pioneer women on top positions.

16:45
Creative Accounting and Corporate Governance – An Empirical Analysis

ABSTRACT. The collapse of high-profile companies across the world like Satyam Computers, Lehman brothers, Xerox, Worldcom, Enron, PNB etc. have raised several questions on the effectiveness of Corporate governance system, reliability and trustworthiness of financial statements and on efficacy of auditors. This series of corporate debacles of large companies took place due to extensive and recurrent abuse of creative accounting practices. The present study has been conducted to provide empirical and theoretical insights about the relation between creative accounting and corporate governance. How corporate governance factors like board of directors, auditors, audit committee, frequency of meetings etc. and government regulation helps in reducing the creative accounting practices according to professional’s perspective using appropriate statistical tool. The study has been based on primary data i.e. structured questionnaire and the respondents of the study are professionals like chartered accountants, company secretaries, auditors and accountants.

15:15-17:00 Session 3C: Corporate Governance and Board
Location: HALL 3
15:15
Corporate Governance Disclosure as per SEBI’s LODR, 2015 Regulations: The Indian Context (A Case Study of 30 BSE Sensex Companies)

ABSTRACT. The main aim of this research paper is to evaluate the quality and effectiveness of Corporate Governance in accordance with SEBI’s LODR 2015. This study includes thirty BSE Sensex companies for the three consecutive financial years post enforcement of Revised Companies Act guidelines. For this purpose, the Corporate Governance Index has been designed with eighteen parameters and their sub-parameters. The study reveals that all sampled companies follow very good Corporate Governance norms. Tata Steel scored the highest rank in Corporate Governance Evaluation. SBI in the first two years and ONGC in the last year have the last place among all the sampled companies. It is suggested for all the companies that to achieve a full score, all companies should follow all the norms of SEBI for Corporate Governance.

15:30
Corporate Governance: Participation of Women and Corporate Social Responsibility

ABSTRACT. For the success of business the requirement of participation of women in the business is getting acknowledged over the years. One more area that is attracting importance over the years is good corporate governance and social responsibility measures adopted by corporates. The focus on corporate governance and women participation in business has widened the scope of balanced gender diversity and more participation of women in senior management and in the Board room. Women are supposed to be having good interpersonal skills and could lead to good working environment. For effective corporate governance it is required to ensure that boards are truly representative of their shareholders. Having independent directors, transparency and accountability of board is important. Securing the right of women to have a say in decision making is equally important. For good governance it is the responsibility of business to behave ethically. CSR entails the consideration of social and environmental concerns by companies, in their business operations and policies. It can be an important tool for recruitment and retention of talented managerial personal and particularly of women. Empowerment of women and gender diversity through corporate social responsibility measures could contribute towards effective Corporate Governance.

15:45
Corporate Bankruptcy: Failure of Corporate Governance

ABSTRACT. An attempt has been made to use ratio analysis and logistic regression for Predicting insolvency and bankruptcy. The paper extensively reviews existing literature to find out how financial distress can be predicted using ratios. Alternate methodologies and their uses have also been outlined. Finally, Logistic regression model has been developed based on select financial ratios. The model has been empirically tested on Indian Steel sector.

16:00
Does Shareholding Pattern of companies in India reflect the Corporate Governance Phenomena at Contemporary Times?

ABSTRACT. In this study, we examine the shareholding pattern of 21 Indian companies listed in Bombay Stock Exchange (BSE) whose share price have fallen by more than 70% in the last one year, (i.e. during 21st June 2018 to 21st June 2019). The study further finds the relationship between the decreases in share price of the 21 Indian companies’ vis-à-vis the corporate governance of these companies. Among the various shareholding pattern which includes promoters, mutual funds, FIIs, other institutions and individuals, we find that mutual funds and institutional investors are more rational and cautious in their investment strategy. The overall trend of the companies selected for the study also reveal that Mutual Funds are decreasing their stakes in these companies as the prices are continuously falling and individual investors are increasing their stakes in these companies with a view to reduce the weighted average cost of shareholdings rather than looking upon the fundamentals of the companies.

16:15
BOARD STRUCTURE AND COMPANY PERFORMANCE – EVIDENCE FROM INDIAN LISTED COMPANIES

ABSTRACT. The purpose of this study is to empirically examine the relationship between board structure (non-executive directors & board size) and financial performance of the Indian listed companies. The composition of the board of directors therefore constitutes one of the most essential corporate governance themes and has caught the attention of academics and regulators alike. As it is known that board plays pivotal role into the organization affairs and success, so their composition is equally important. With the emergence of Securities exchange and board of India clause 49, Companies Act, 2013 numerous corporate governance practices have been mandated. And non-executive director are custodians of corporate governance matters and being responsible for questioning on various aspects of the organisation, developing strategy. This study took sample size Nifty 200 companies’ index listed in India for 8 years. And statistical test has been employed in order to examine the impact between dependent and independent variable. The findings of the present study indicate a significant relationship between directors’ composition and company performance, and no relation between board size and company performance.

16:30
Independent Directors- Assets or Puppets

ABSTRACT. INDEPENDENT DIRECTORS- ASSETS OR PUPPETS Dr. Amrita Singh Abstract Research questions: In the wake of the corporate governance scandals, concept of Independent directors has grappled academicians and policy makers worldwide as to whether these independent directors are working effectively or not.The main objective of the paper is to enunciate the factors influencing the effectiveness of independent directors in listed Indian companies. The study uses Principal Component factor analysis to identify the factors that impact the effectiveness of independent directors.

Research findings: The results of the analysis suggest that presence of independent directors has an impact on the accounting returns of the company as well as market returns by increasing investor confidence. Further it is observed that most of the Independent Directors are selected through personal channels and thus lack the ability to take proper decisions due to biasness towards those who have appointed them. Proper system of appointment and selection of Independent Directors is required for making them more effective.

Implications: Independent directors are required for not only running the organisation in an efficient manner but also for improving its performance and enhancing investor confidence. In fact it is an interrelated concept. If the independent directors efficiently discharge their duties it will lead to improved financial results in the long run which in turn will boost investor confidence thereby leading to increased market value of the firm. Policy makers need to formalise the institution of independent directors and regulate their appointment and selection. Further it is suggested that efforts need to be made to increase the autonomy of independent directors so that they can more actively participate in the corporate system.

Keywords: Independent Directors, Corporate Governance, Firm Performance, Factor Analysis JEL classification: G30 ,G34, L25, C38

16:45
Role of Regulations as Antecedents in Shaping Corporate Governance: An Empirical Analysis of Select Indian Companies

ABSTRACT. This paper has emerged with a notion that regulations play a significant role in shaping corporate governance in a country, if followed in letter and spirit. One of the significant initiatives taken by Ministry of Corporate Affairs is the enactment of Companies Act, 2013 which was supposed to bring sound provisions, of corporate governance. This paper attempts to expound empirically, the compliance level of select Indian companies with the regulations introduced by Companies Act, 2013, nature of relationship between compliance and characteristics of company and company performance. It was found that the compliance practices of select Indian companies improved significantly after promulgation of Companies Act, 2013. Moreover, the companies’ compliance with the corporate governance provisions included in the index structured and measured in this paper is found to be dependent on profitability, size and age of the company, and also is significantly been affected by company performance.

17:00
A STUDY OF SELECTED ASPECTS OF CORPORATE GOVERNANCE IN INDIA WITH REFERENCE TO SHAREHOLDER ACTIVISM

ABSTRACT. Corporate governance is the buzz word today. Effectiveness of corporate governance mechanism of a country to a large extent depends on the ownership structure of corporations in a country. Unlike developed countries in Indian corporations ownership is concentrated in the hands of directors and relatives or inter-corporate holdings and controlling shareholders try to push their agenda in the corporate decisions at the cost of minority shareholders’ interests. Shareholder participation and activism is needed in this type of ownership structure to make corporate governance framework effective. Shareholder activism is not a new concept in countries like UK and US, however in India the concept is emerging since the last two decades. Various scandals also necessitated the change in the behaviour of shareholders towards their investee companies. Regulators, policymakers and institutional shareholders all have been working since last two decades to improve shareholder participation and shareholder activism in India but still shareholder activism in India has a long distance to go.