A brief discussion on corporate governance and a case study on Google

1. James Wolfensohn

2. “The proper governance of companies will
become as crucial to the world economy as the
proper governance of countries”
-James Wolfensohn
President of World Bank , 1999

3. Quest Pirates

4. What is Corporate Governance ?

5. According to Bob Ticker , “corporate governance is as
umbrella term that includes specific issues from
interactions among senior management, shareholders,
board of directors and other corporate stakeholders”

6. It is a concept
One does not fit all

7. Basic Principles
Sustainable development of all stakeholders
Effective management and distribution of wealth
Discharge of social responsibility
Application of best management practices

8. Basic Principles
Compliance of law in letter & spirit
Adherence to ethical standards

9. The FOUR Pillars
Accountability
Fairness
Transparency
Independence

10. Accountability
Ensure that management is accountable to the
Board
Ensure that the Board is accountable to
shareholders

11. Fairness
Protect Shareholders rights
Treat all shareholders including minorities, equitably
Provide effective redress for violations

12. Transparency
Ensure timely, accurate disclosure on all
material matters, including the financial
situation, performance, ownership and
corporate governance

13. Independence
Procedures and structures are in place so as
to minimise, or avoid completely conflicts of
interest
Independent Directors and Advisers i.e. free
from the influence of others

14. Elements of Corporate Governance
Good Board practices
Control Environment
Transparent disclosure
Well-defined shareholder rights
Board commitment

15. DISADVANTAGES OF CORPORATE
GOVERNANCE
Easily Corruptible
Family-Owned Companies
Costs of Monitoring

16. Channel of Growth & Development
Country level
Sector level
Individual firms

17. Channel of Growth & Development
Increases access to external financing leading to larger
investment, high growth & creation of more jobs
Better allocation of resources
Better management creating wealth
Reduces the risk of financial crisis
Better relationship with all stakeholders

18. Corporate governance In Private
Sector
1. Usually, in most private companies, controls are informal or
even if
there are formal controls, they tend to be detective rather than
preventive. This makes private companies unprotected against
risks, which needs to be mitigated.

19. Corporate governance In Private
Sector
2. Good corporate governance increases creditworthiness of the
company and thus, enables it to raise funds at cheaper cost.
Good
corporate governance is also a must for companies that are
planning
to seek stock exchange listing and raise money from markets by
converting them into public company.

20. Corporate governance In Private
Sector
3. Finally, if the owners of a private company are considering
the sale
of all or part of the entity, or are seeking private equity
financing, effective controls can increase prospective buyers’
willingness to pay a premium for the acquisition.
Controls enhancements can also help attract new business
partners.

21. Corporate Governance in Public
sector
Altough the private sector model view shareholders as main
stakeholders.
• In public sector specific users group those directly responsible
for
funding and the community at large assume great importance as
stakeholders.

22. Corporate Governance in Public
sector
• Stewardship and accountibility of use of funds and assets is
particularly important in public sector.

23. Corporate Governance in Public
sector
• It is becoming more important to focus on corporate
governance in
public sector to maintain faith in system and promote better
service
to the public sector to maintain faith in the system and promote
better service to the public.

24. Comment
Good institutional governance should be
instilled by the development of governance
systems in ministries and authorities, with
the aim of focusing on enhancing the quality
of public services consistent with citizen
expectations, promoting compliance and
conformance, with appropriate transparency
and flexibility.

25. Case Study
on

26. Guidelines
Google’s motto is ‘do not be evil’. They believe these words
relate to the way they serve their users.
Their code message is that Google strives towards the highest
possible standards of ethical behaviour.

27. SERVING THEIR USERS
They have flourished by serving the interests of their users. Their
goal is to build
products that organize the world’s information and make it available
to their
users.
Usefulness: products and services to be user friendly and useful to
their
customers.
Honesty: they want clear and truthful communication with their
customers.

28. SERVING THEIR USERS
Responsiveness: they want to be responsive to the user
feedback about
their and services.
Action oriented: they want their product and services to their
customers to
be useful and in case they are not then, they take
appropriate action to make it useful

29. RESPECT FOR EACH OTHER AMONG
EMPLOYEES
They create an ambience in which employee can reach to his
full, potential as follows:
Employment provides equal opportunity to all employees,
without any discrimination.
Harassment and discrimination is totally absent from the firm.
Drugs and alcohol use is not accepted in the firm at all.
Carrying of weapons and any type of violence by the
employees is
strictly not accepted.

30. AVOIDANCE OF CONFLICT OF
INTEREST
Avoidance of conflict of interest is achieved by the following
methods:
Openness and transparency is important to work ethics.
Personnel investment in the firm’s equity is done only after the
approval of the board of directors.
Gifts and entertainments are allowed to be accepted as long as
these are of low value and do not impact on the firm’s decisions with
regard to those offerings .

31. PRESERVING CONFIDENTIALITY
The confidential information could be any of the following:
Financial information, product information and user
information, the information can be given in select cases on a
need to know basis only.
Trademarks, logos and copyrights. The name of Google
products and services and the logos connected to these are the
firm’s intellectual property and unauthorized use could damage
their image.

32. PRESERVING CONFIDENTIALITY
Google partners should not give or receive any confidential
information unless they have cleared with the firm’s legal
department.
Google wants to give the same respect to competitive
information as they expect their competitors would give theirs.
Google does not want its employees to even discuss
confidential information on the net or anywhere else, unless the
person has been specially authorize to do.

33. BOOKS AND RECORD-KEEPING
Google believes in accuracy in reporting the financial analysis of the firm.
Every member of the Google team has the responsibility of seeing that the
books are maintained accurately. No one should ever try to influence the
auditing of Google’s financial accounts.
The employees are supposed to co operate with accounting and
financial
teams; auditors to ensure that the book are accurately maintained.
The employees must report any irregularities if they observe them,
even the small problems when they are not as per the firm’s
reporting of Financial and Accounting Concerns Policy.

34. GOOGLE ASSETS
It is expected that the employees will take care to conserve the
firm’s assets and equipment. They are provided with all the required
tools for the job they perform.
The firm’s computers, telephones and other communication
equipments are crucial aspects of the firm’s property and these must
be looked after well.
While buying from third parties the employees are to get the best
bargains of the firm. All contracts must be vetted by the firm’s legal
department and signed by only the authorized signatories.

35. CODE OF CONDUCT
The firm believes that it is not possible to be fully
comprehensive with regard to the code of conduct:
they want the employees to refer to the legal
department in case of any doubts in any matter of
ethics.

36. LAWS
The firm takes the responsibility of complying with the laws of the land and when
in doubt about the interpretation of any law the employees are to get in touch
with the firm’s legal department.
The firm wants from its employee’s full compliance with the
Foreign Corrupt Practices Act, export control regulations, antitrust
laws and other trade regulation statutes. In case of accepting gifts,
any item of value would be considered as taking a bribe.
Any violation of antitrust law by the employees would not be
accepted.

37. Wrapping Up
firstly, there is no unique structure of “corporate
governance”
secondly, corporate governance goes far beyond regulation

38. Presenters
Mehbub Tanvir Omi (22-164)
Md. Billal Hossain (22-167)
Towfiq Mahmud Suza (22-107)
Mallika Rahman (22-225)
Reshman Jahan Sumi (22-194)