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The purpose of this paper is to illustrate how a well-performing company can turn into a loss-making company on account of adverse industry cycle and poor management of risks in the business. The importance of factors like optimal level of leveraging, the ability of the management to deal with external and internal risks, and importance of corporate governance in the process of credit appraisal is understood from this case.

The case relates to the credit appraisal by the banks of a prominent steel company in India. The company, Bhushan Steel Limited, was doing very well. The banks lent aggressively to the company, based on their credit appraisal. However, the company soon turned insolvent on account of poor assessment of risks and deteriorating external factors. While this case may be analysed and studied through the eyes of both the Management and the lenders, the focus is currently on the latter. In a real-world scenario, the challenge for the lender is to sieve through the financial as well as non-financial data and make a valid conclusion on the level of credit worthiness of the borrowing company. This includes the topics of operational efficiency and synergies, commodity price cycles, external credit ratings, operating and financial leverage, regulatory risks and corporate governance.

Post graduate business management programmes – Finance specialisation.

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The purpose of this paper is to examine the extent to which “corporate governance” and “conservatism” variables can contribute to the predictive ability of corporate financial disclosures.

Multiple discriminant analysis is used to differentiate between good and poor companies in Australian manufacturing industry on the basis of their 2009 performance. A classification model including size, governance and conservatism variables, together with financial ratio data is constructed based on 2008 data, and used to predict 2009 performance.

A model with conservatism, total debt/total assets, company size, and “percentage of shareholdings held by non‐executive directors” (representing corporate governance) as its independent variables, has a classification accuracy of 80.6 percent, and a predictive accuracy of 62.2 percent.

The relatively small sample size, for Australian manufacturing companies, limits both the predictive ability of the model and its generalisability elsewhere.

The findings of the paper demonstrate the importance of both “conservatism” and “corporate governance” measures in determining corporate financial performance.

The paper uses familiar discriminant methods in an unfamiliar context – focusing on surviving companies exhibiting extremes of financial performance.

The purpose of this study is to investigate empirically factors influencing Kuwaiti companies to disseminate their financial reports on the Internet. A regression model is estimated using logit analysis for a sample of 179 Kuwaiti companies listed on the Kuwait Stock Exchange for 2007 to test the hypotheses of the study. The study’s results indicate that an Internet financial report is significantly influenced by the auditor type, company size and industry type. The results, however, do not provide evidence of a significant relation between Internet financial reports and any of the corporate governance attributes that were examined in this study.

The purpose of this study is to examine a state-owned enterprise corporate governance model in an Asian emerging market. Corporate governance has attracted much attention and is still a hot topic among shareholders, directors and company regulators. Failure of large corporations in the past decades not only affected the shareholders and investors, rather it adversely affects all the stakeholders. Good corporate governance practices are argued to curb company’s failures due to fraudulent activities, collusion schemes and mismanagement.

The study took the qualitative approach. It utilized case study method. The company is designated as Company R, as the study is not allowed to reveal the company’s real name.

The study found that the corporate governance structure of the board is of unitary or one-tier board, which is common in the Anglo-American settings. The board members are selected and appointed by the government. They are chosen from highly capable and trustworthy government officers to represent and safeguard the government’s interest in the company. As for the ownership structure, it is a typical company with the other Asian state-owned enterprises where the state has full ownership and control of the company.

The study fills the gap in the corporate governance model literature, especially in the context of Asian emerging economies’ state-owned companies. Furthermore, the authors believe that this study is among the first to examine the corporate governance model in this country. It shed lights on the corporate governance model in terms of governance structure, the ownership and shareholders’ right, roles of the board, regulatory framework and control mechanism and, finally, disclosure and transparency.

While there has been some convergence in corporate governance codes and securities regulations across the European Union (EU), the remaining areas of divergence are the most contentious as they reflect differences in fundamental societal norms and values. I propose that using the multinational corporation as the referent unit of analysis yields a means for making a qualitative distinction between the two regimes. I suggest that at least for firms with EU‐wide scope, certain critical elements of the German model may be more appropriate, as the neoclassical justifications of the Anglo‐American model are less reliable in such a setting.

The lexicon of corporate governance has ‘transparency’ as a key imperative. Yet transparency as a management principle begs explanation. It also raises several questions: transparent to whom, how and why? Who decides? Is full transparency desirable? What are its merits and benefits? What are the risks of increased transparency? The answers may lie somewhere between the shareholder and stakeholder views of the modern corporation, with the former defending shareholder-owner primacy and firm profit-maximisation, and the latter offering a values-based approach towards balancing the needs and expectations of all stakeholders. While corporate governance broadly addresses the needs of shareholders and investors, driven by the position that companies need to be better governed for stockholder value, the ‘stakeholder’ view of the corporation has gained ground over the past 20 or so years whereby the modern corporation is accountable not only to its owners, but also society.The transparency debate has emerged in parallel, and with it, issues of privacy and/or secrecy on one hand and the notion of ‘sunlight’ on the other. Transparency’s role has been variously described as the promotion of corporate disclosure and protection of the rights of minority shareholders in the information environment (Bushman & Smith, 2003); the promotion of corporate accountability and advancement of the rights of stakeholders (Clarke, 2004; Donaldson & Preston, 1995; Hess, 2007; Mallin, 2002); a tool to limit information asymmetries (Boatright, 2008; Florini, 2007a, 2007b; Hood, 2006; Lev, 1992); a means to create a level playing field through ethics and fairness (Boatright, 2008; Oliver, 2004); the promotion of market efficiency (Bessire, 2005; Heflin, Subramanyam, & Zhang, 2003); and the prevention of abuse through stakeholder activism (Bandsuch, Pate, & Thies, 2008; Roche, 2005). Aspirations aside, there is lack of consensus as to transparency's dimensions, drivers and dilemmas in corporate behaviour. Indeed, its perceived value to stakeholders and corporations alike remains questionable. In this chapter, the author discusses the governance of corporate transparency and argues that clarity and Board policy are needed to manage transparency activism and its resultant risks.

Investors are called to be good stewards/trustees of their investments, often on behalf of third parties. In light of this fiduciary responsibility, and the conundrum of public criticism potentially impacting on share price, this paper aims to use the basis of the UK governance code to explore what important dialogue investors really have with their holdings to support good governance.

Semi-structured telephone interviews with eight institutional investors explore governance issues and investor company dialogue, giving insights into the aspects of the importance of their part in the UK corporate governance code.

Rather than being sleeping lions, investors positively engage with companies, with regular communication being high on their agenda and not always via the annual general meeting. There is a preference to engage directly with the company rather than in public view or via share dumptin. Thus, we often do not see their actions around their fiduciary duties as often they avoid public criticism or any visibility that could do reputational harm and decrease company value.

This dialogue was just before the point of the exposure of the financial crisis; however, it shows the importance that investors give to taking their responsibilities seriously. Importantly, it provides a springboard for further debate following the financial crises and the updates of the financial environment.

Even though policy seeks engagement, the nuances of the investor dialogue are under explored compared to visible quantitative metrics. This dialogue assures that investors are active, even if their engagement is not public and can be deemed as hidden.

Complementing quantitative studies, this paper explores a qualitative approach, uniquely sharing insights into a hidden and little explored world of fiduciary dialogue.

The purpose of this paper is to examine the relationship between corporate governance and company performance and how a board’s ethical commitment can influence this relationship. Prior studies documented mixed evidence on the corporate governance and corporate performance relationship, which can be due to the influence of a board’s ethical commitment and will shape the corporate governance mechanism in the company and, in turn, influence performance.

This study collected data for two years, i.e. 2013 and 2014, from the biggest 500 Malaysian companies listed in the stock exchange. Corporate governance is measured based on the requirements of the Malaysian Code of Corporate Governance (MCCG), while a board’s ethical commitment is measured based on the MCCG and various international best practices. Corporate performance is measured based on return on equity, return on assets, net profit margin, market-to-book value and TobinQ.

A board’s ethical commitment was found to be significant in increasing the strength of the relationship between corporate governance and corporate performance. The findings are robust to the alternative performance measurements and lagged one-year corporate performance.

This paper provides further evidence on the importance of ethical practices to improve corporate environment and, hence, sustain a company’s performance. This study, however, was conducted on only large companies with a limited data collection period.

This study provides an indicator that the policymaker and regulatory authorities need to double their efforts in promoting and encouraging a board of directors to take a bold step in improving its ethical culture. Shareholders and investors need to use their power and rights to demand the company to improve their governance and ethical practices.

This study is original, as it measures a board’s ethical commitment from various sources of local and international best practices such as Malaysia, Australia, Canada, Norway, South Korea, Singapore, Sweden, Turkey, the UK and the USA. It also contributes to the literature and theoretical understanding of the interaction between a board’s ethical commitment and corporate governance on corporate performance, particularly in developing countries like Malaysia, which is scarce in the literature.

The purpose of this paper is to explore the Shariah governance practices of Islamic fund management companies (IFMCs) in Malaysia, with the principal goal of reviewing the need for a comprehensive Shariah governance framework for the Islamic fund management industry.

The study was conducted using a qualitative approach via 14 semi-structured interviews with three companies (i.e. Company A, Company B and Company C) involving face-to-face interviews, telephone interviews and emails. Data from the interviews were recorded and later analysed using content analysis.

The study finds that Shariah governance processes among the IFMC examined are well-managed; and the current regulations issued by the regulators are sufficient to ensure the Shariah compliance of Islamic fund management industry. In spite of the absence of a comprehensive Shariah governance framework for the industry, most Shariah functions (i.e. Shariah risk management, Shariah review and Shariah audit) are performed by the parent company, except for Shariah research. Nevertheless, Shariah research is not an important function in Islamic fund management because the investment instruments are generally selected from a predetermined list of Shariah-compliant investment options.

The study offers an overview of Shariah governance practices in the Islamic fund management industry to policymakers and practitioners for the future development of Shariah governance practices among IFMC.

This is the first paper to study Shariah governance practices in the Islamic fund management industry in Malaysia.

The importance of corporate governance was recognized aftermath the major corporate scandal and regulators all over the world tightened regulations. When Sarbanes-Oxley Act was passed, President of United States George W. Bush proclaimed that “the era of low standards and false profits are over.” Following the path, SEBI (Securities and Exchange Board of India) introduced clause 49 to the listing agreement to enhance transparency and integrity to financial statements. Adequate disclosures thus ensure good governance. The concept of corporate governance is more than a decade old in India. Following Satyam Scandal, Indian Industry groups and regulators advocated a number of reforms which led to MCAs (Ministry of Company Affairs) Corporate Governance Voluntary guidelines 2009 to encourage and guide companies to adopt superior practices like appointing board committees, the appointment and rotation of external auditors, and creating a whistle blowing mechanism. The new Companies Amendment bill made the corporate governance disclosures even more stringent. Hence this is an attempt on our part to construct an objective overall corporate governance score to reflect the whole firm governance practices as per the disclosure requirements of clause 49 of the listing agreement of SEBI as well as the insights from the various academic studies to score each element of corporate governance and study the impact of governance on corporate performance represented by Tobin Q.