1. Issues and Challenges in Corporate Governance with special reference to Indian Context.
Dr. Dhanya. K .A
Asst. Professor & Head
Dept. Commerce & Mgt.Studies
Amal College of Advanced Studies
Nilambur

2. Contents Introduction, Objectives, Methodology
Section 1
Introduction, Objectives, Methodology
Section 2
Discussions and Analysis-Challenges & Issue
- Compliance SEBI
- Opinion Survey
Section 3
Strategic Model & conclusion

3. Introduction

4. Significance of the study
Controversial topic
Hidden practices and corporate culture
Clause 49 of SEBI

5. Objectives of the study
To give an overview of major issues and challenges in corporate governance practices
To examine the extent of compliance of corporate governance guidelines by listed companies in India
To asses the opinion of corporate officials on some selected issues in corporate governance

6. Methodology *Sources of Data- Primary & secondary *Selection of sample
*Descriptive study
*Sources of Data- Primary & secondary
*Selection of sample
corporate officials – managerial positions
newly listed companies – 2016
* Sample size
– primary data officials
- secondary data companies- 30 companies are selected

7. Methodology….. Data Collection
* Primary data :Questionnaire – 5 point scale, ranking
* Secondary data: NSE website
Tools for Analysis
- Check List
- Anova , Friedmantest
HYPOTHESES
There is no significant difference in the mean score of challenges
There is no significant difference in the ranking of selected issues.

8. Limitations of the study
The study takes into account only a small sample of 30 companies due to shortage of time when compared to large number of listed companies.
The extent of compliance is calculated only using checklist method when more sophisticated tools can be used.

9. DISCUSSIONS & ANALYSIS
Section 2
DISCUSSIONS & ANALYSIS

10. I. Challenges and issues in the light of
1. Recent scams/scandals
Sathyam Scam
Thoshiba Scandal Japan
Olympus scandal Japan
Volkswagen Scandal Germany

11. Challenges and issues in the light of….
2. Investors Role
Insider trading
Lack of information
Minority Shareholders

12. Challenges and issues in the light of….
3. Corporate Mechanism
Board composition
Appointment of Board
Code of conduct
Voting system
Shareholders meeting
Whistle blower

13. Challenges and issues in the light of….
4. Human values
Commitment
Due diligence
Knowledge & expertise
Moral values

14. II. Compliance with clause 49
Mandatory Provisions
Non Compliance
(No. of companies)
Compliance
Above the stipulations
Independent Directors 2 26
Women Director 3 27
Nil
Board Meeting minimum 4 times 1 22 7
Maximum gap 120 days 29
Audit committee composition 24
Minimum 4 meetings 21 6
Remuneration Committee composition 4
Minimum 2 meetings 28

15. Extent of compliance with Disclosures Opinion survey
Non compliance
(No. of companies)
Less clarity
Compliance
Whistle blowing 6 12
Code of conduct 3 14 13
Related party transactions 4 20
Remuneration Package 5 21

16. Extent of compliance with Non mandatory provisions
Non compliance
(No. of companies)
Compliance
Postal/E voting system 22 8
More number of committees 24 6
Dual role played – Chairman & CEO 18 12
Internal auditor report directly to audit committee
Training for independent directors 27 3

17. Challenges Issues
Lack of Due Diligence Lack of training to independent directors
Insider trading Inefficiency of external auditors
Inefficient market Ineffective general body meetings
Lack of moral values Role of minority shareholders
Unequal balance of power
Code of conduct
Ineffective whistle blowing mechanism Voting system

18. III. Opinion – corporate officials
Challenges – 5 point scale
Challenges N
Mean
Standard Deviation
Lack of due diligence 40
3.38
1.314
Insider trading
3.8
.883
Inefficient market
3.65
1.001
Lack of moral values
3.7
.966
Total
160
3.63
1.056

19. Result of ANOVA Sum of squares df Mean square F Sig Between groups
3.969 3
1.323
1.191
.315
Within groups
156
1.111
Total
159

20. Result of Friedman Test
Issues
Mean Rank
Test Statistic
Inefficiency of auditors
4.95 N 40
Lack of training to independent directors
2.78
Chi square
68.05
Ineffective general body
5.88 df 7
Role of minority shareholders
6.04
Sig.
.000
Unequal balance of power
4.82
Lack of Code of conduct
3.09
Ineffective Whistle blowing system
3.58
Voting system
4.88

21. Major Findings
Majority of newly listed companies comply with mandatory requirements of clause 49
Significant number of companies doesnot follow clarity in disclosures especially related to code of conduct and whistleblower mechanism
Significant number of companies doesnot complies with non manadatory provisions of clause 49.

22. Findings
Based on analysis of scams and scandals and role of investors, corporate mechanism etc four major challenges and eight issues are identified.
Test result shows that all challenges are equally important according to the opinion of corporate officials
There is significant difference in the ranking given to selected issues by corporate officials.

23. Findings
Mean rank shows that lack of training to independent directors is the most severe issue followed by lack of efficient code of conduct.
Least severe issue to be addressed is less role of minority shareholders in general meetings.

24. Strategic Plan Voting rights for minority shareholders also
One nominee director by govt.
Women director should be an independent director
Training and evaluation of independent directors
Ethic programmes rather than ethic policy
Value circles
Strategic Model

25. Areas For Further Research
Compliance of corporate governance- A comparitive analysis
Application of corporate governance models
Corporate governance practices and share prices
Code of conduct and corporate culture
Role of stakeholders in corporate governance
Shareholders share holding pattern and corporate governance

26. References
Sanjay Bhayana ‘Corporate governance practices in India’, Regal publications, NewDelhi
Swami (Dr) Parthasarathy, , Corporate Governance principles, Mechanisms and practice, Biztantra, NewDelhi
(Dr) S . Singh , Corporate Governance, Global concepts and practices, Excel Books, New Delhi

27. THANK YOU