anglo american model.ppt 1

Corporate Governance ModelsCorporate Governance Models

Anglo American German Japanese Indian

Outsider and Insider Model

An outsider is a person or institution which has no direct relationship with the corporation or corporate management.

An insider is a person who is employed by the corporation (an executive, manager or employee) who has significant personal or business relationships with corporate management.

Outsider and Insider ModelInsider Outsider

Share Ownership Concentrated Dispersed

Voting Power High Concentration Low Concentration

Main Shareholders Families, Banks, other companies, Government

Institutional Investors ,Individual shareholders

Corporate Control Market

Low level of takeover High activity in corporate control market

Information Private Public

Composition of BOD Large number of directors appointed by the main block holder

Presence of outside directors

Control on Management

High Low

January 24, 2007. Karl Kamb Jr., a former HP vice president of business development and strategy, filed a counter suit in U.S. District Court for the Eastern District of Texas against HP, former HP Chairman Patricia Dunn and former HP attorney Kevin Hunsaker, saying that HP used the illegal tactic of pretexting in order to obtain his private phone records. If true, this would indicate that HP's practice of employing possibly illegal investigation tactics went beyond an effort to find the source of boardroom leaks.

The counter suit is in response to a suit by HP's suit against Kamb, another former HP employee and Byd:sign, a rival rival flat-screen TV company that HP claims Kamb started while still working at HP. HP are seeking $100 million dollars as part of their law suit.

Included in the counter claim is the allegation that in 2002, HP hired Katsumi Iizuka, a president of Dell Japan until 1995, to supply information on Dell's plans to enter the printer business and that "senior HP management" signed off on the payments to Iizuka.

The lawsuit alleged that HP CEO Mark Hurd, together with other senior executives and directors sold about $41.3 million of HP stock in a two-and-a-half week period in 2006, preceding HP's public disclosure about its involvement in a potentially damaging investigation. Hurd is said to have sold $1.4 million worth of stock options on August 25, the same day he was interviewed by HP attorneys about the company's investigation into news leaks.

The lawsuit contends that the defendants sold shares because they knew "the market's perception of HP would be significantly damaged when (not if) the market became aware of the full extent of distrust and acrimony among board members, the outlandish smear campaign tactics the acrimony had spurned and the illegality of the investigatory tactics being used."

The suit alleged that in addition to the sales of shares by insiders, Hewlett Packard's board approved stock buybacks of about $10 billion "to keep the company's stock price propped up while insiders were selling."

HP responded by saying that the lawsuit "represents a transparent effort to exploit issues related to HP's recent investigation for personal gain" and that "HP will defend itself vigorously".

On December 12, 2006, members of Congress Bart Stupak and John Dingell wrote asking Hurd to explain his actions. In a December 21, 2006 reply (made public on January 19, 2007) Hurd states that his August 25, 2006 sale of shares underlying 100,000 options was made in the regular course of an investment strategy, represented only 5 percent of his HP holdings, and did not cause the stock price to decline.

In April 2005, the timing of Hurd's sale of NCR stock was also questioned. Hurd was CEO of NCR from March 2003 to March 2005. In that sale, Hurd made $2.3 million by selling NCR stock in the two months prior to being named HP's CEO. Following the announcement of Hurd's resignation from NCR, NCR's stock fell 17 percent to $31.40 a share.

In 2006, Hurd received $10 million dollars in direct compensation: $8.6 million dollars in bonuses and a salary of $1.4 million dollars.

On a January 24, 2007 U.S. District Court Judge Michael Schneider ordered Kamb to withdraw his counterclaim against HP and to resubmit it under seal. He also issued a restraining order barring parties in the case from discussing the counterclaim allegations with the media.

HP Sued: Insider Trading and State Civil Suit - Did HP Bosses Profit During the Scandal?

January 31, 2007. On November 30, 2006, a lawsuit against HP was filed in state court in San Jose, California on behalf of investors including a union pension fund

Threatened California State Civil Suit Settled

December 7, 2006. California's Attorney General's Office announced that Hewlett-Packard will pay $14.5 million to settle a civil complaint it filed at Santa Clara County Superior Court - a complaint filed at the same time as the settlement.


In addition to the felony charges brought against five individuals, California Attorney General Bill Lockyer, had earlier announced that he was considering a civil-suit against HP on the basis of damages suffered by individuals who were spied upon and whose phone records had been obtained by methods that are the subject of the felony charges.


Of the $14.5 million settlement, $13.5 million - will fund state and local investigations into privacy rights and intellectual property violations, $650,000 is in civil penalties, and $350,000 will go to cover the state's investigation and other costs.


The settlement includes an agreement that HP will "finance a new law enforcement fund to fight violations of privacy and intellectual-property rights," and adopt corporate governance reforms.


"With its corporate governance reforms, this settlement should help guide companies across the country as they seek to protect confidential business information without violating corporate ethics or privacy rights." The attorney general added that the new fund will help ensure that businesses will be held accountable when they step across legal boundaries.

Threatened California State Civil Suit ettled

As part of the settlement, HP will for five years:

• Continue to employ a chief ethics and compliance officer• Expand the role of its chief privacy officer to review HP's investigation practices• Expand its employee and vendor codes to ensure that they address ethical standards regarding investigations, and


• Retain an expert in the field of investigations to assist the company's chief ethics officer with regard to investigations.HP recently appointed G. Kennedy Thompson, the CEO of Wachovia, as an independent director with the responsibility for reviewing and reporting on HP's compliance with legal and ethical requirements related to investigations.

Anglo AmericanSingle Tier Board

Anglo-Saxon model where executive and non-executive directors sit together

Chairman works closely with CEO, and there are board committees for audit, remuneration and nomination

Fig.1 : The Anglo-American Model

Company

Officers(Managers)

Board of Directors(Supervisors)

Legal/Regulatory System

Stakeholders

Creditors

ShareholdersElect

Monitors & Regulates

Lien on

Own

Stake in

Appoints & Supervises

Manage

Continental European Model

Two tier Board

Continental European model where a Supervisory Board consists solely of non-executives and a lower level management board consists of full-time managing directors.

Supervisory Board totally independent from management board.

The German Model

Company

Management Board(Including Labour Relations Officer)

Supervisory Board

Employees and

Labour Unions

Shareholders

Appoints and Supervises

Appoint – 50%

Appoint – 50%

Manage

The Japanese Model

Company

Executive Management(Primarily Board of

Directors)

President

Supervisory Board(Including President)

Main Bank

Shareholders

Provides Loans

elect

Ratifies the President’sDecisions

Consults

Manages

Provides Loans

Owns

Own

Provides Managers

Monitors & Acts in

Emergencies

Fig.4 : Indian Corporate Governance Model

External Environment

Government Regulations, Corporate Culture, Structure,Policies, Guidelines etc. Characteristics, Influences

Company Acts Depositors, Borrowers,SEBI Customers and otherStock Exchanges External Stakeholders

Internal Environment

Company vision; mission, policies, norms

Internal Auditors Stakeholders Board of Directors

Proper governance Shareholder value

Corporate Governance Outcomes / Benefits to Society

Transparency

Investor protectionConcern for customer

Healthy corporate sector development

CORPORATEGOVERNANCE

SYSTEM

What Is Good Corporate Governance?

Obligation to society at large

o National InterestNational Interest

o Political Non-alignmentPolitical Non-alignment

o Legal CompliancesLegal Compliances

o Rule of Law Rule of Law

o Honest and Ethical Conduct Honest and Ethical Conduct

o Corporate CitizenshipCorporate Citizenship

o Ethical Behaviour Ethical Behaviour

o Social Concerns Social Concerns

o Corporate Social Responsibility Corporate Social Responsibility

Obligation to investors

o Environment-friendliness

o Health, Safety and Working Environment

o Competition

o Trusteeship

o Accountability

o Effectiveness and Efficiency

o Timely Responsiveness

o Corporations Should Uphold the Fair Name of the Country

o Towards Shareholders Towards Shareholders

o Measures Promoting Transparency and Informed Measures Promoting Transparency and Informed

Shareholder ParticipationShareholder Participation

o TransparencyTransparency

o Financial Reporting and RecordsFinancial Reporting and Records

Obligation to customers o Quality of Products and ServicesQuality of Products and Services

o Products at Affordable PricesProducts at Affordable Prices

o Unwavering Commitment to Unwavering Commitment to

o Customer SatisfactionCustomer Satisfaction

Obligation to employeesObligation to employees

o Fair Employment Practices Fair Employment Practices

o Equal-opportunities Employer Equal-opportunities Employer

o Encouraging Whistle BlowingEncouraging Whistle Blowing

o Humane TreatmentHumane Treatment

o Participation

o Empowerment

o Equity and Inclusiveness

o Participative and Collaborative Environment

Managerial obligationManagerial obligation

o Protecting Company’s AssetsProtecting Company’s Assets

o Behaviour Towards Government AgenciesBehaviour Towards Government Agencies

o ControlControl

o Consensus OrientedConsensus Oriented

o Gifts and Donations Gifts and Donations

o Role and Responsibilities of Corporate Board and Role and Responsibilities of Corporate Board and DirectorsDirectors

o Direction and Management must be DistinguishedDirection and Management must be Distinguished

o Managing and Whole-Time Directors Managing and Whole-Time Directors

Johnson & Johnson’s excellent Credo exemplarily epitomises what an ideal

corporate should aspire to be.

Our Credo

We believe our first responsibility is to the doctors, nurses and patients,

to mothers and fathers and all others who use our products and services.

In meeting their needs everything we do must be of high quality.

We must constantly strive to reduce our costsin order to maintain reasonable prices.

Customers' orders must be serviced promptly and accurately.

Our suppliers and distributors must have an opportunity to make a fair profit.

We are responsible to our employees,the men and women who work with us throughout the world.

Everyone must be considered as an individual.We must respect their dignity and recognize their merit.

They must have a sense of security in their jobs.Compensation must be fair and adequate,

and working conditions clean, orderly and safe.We must be mindful of ways to help our employees fulfill their

family responsibilities.Employees must feel free to make suggestions and complaints.There must be equal opportunity for employment, development

and advancement for those qualified.We must provide competent management,and their actions must be just and ethical.

We are responsible to the communities in which we live and workand to the world community as well.

We must be good citizens – support good works and charitiesand bear our fair share of taxes.

We must encourage civic improvements and better health and education.We must maintain in good order

the property we are privileged to use,protecting the environment and natural resources.

Our final responsibility is to our stockholders.Business must make a sound profit.

We must experiment with new ideas.Research must be carried on, innovative programs developed and mistakes paid

for.New equipment must be purchased, new facilities provided and new products

launched.

Reserves must be created to provide for adverse times.When we operate according to these principles,

the stockholders should realize a fair return.

Johnson & Johnson

Corporate Governance in Corporate Governance in IndiaIndiaProblemsProblems

o Inadequate Sanction and Enforcement.Inadequate Sanction and Enforcement.

o No clear demarcation of control mechanisms No clear demarcation of control mechanisms

between SEBI, DCA and Stock Exchanges.between SEBI, DCA and Stock Exchanges.

o Lack of Professionalism of DirectorsLack of Professionalism of Directors

o Institutional Investors show poor commitmentInstitutional Investors show poor commitment

o Indian boards are not professionalIndian boards are not professional

o Unindependent Independent directorsUnindependent Independent directors

o Whistle Blower Policy not in placeWhistle Blower Policy not in place

o Too many unlisted companies

o Accounting gimmicks

o Poor Shareholder participation

o Obliging auditors

o Soft State, lethargic judiciary, inefficient market regulator, poor enforcement machinery, and a value system which is indifferent to moral turpitudes.

However things are improving nowo The market is competition – driven

o Professional new players are coming in

o High growth in market – capitalisation

o Well-focussed, well-researched portfolio investors

o Media influences

o Influence of banks and financial institutions

o Realisation among Indian companies of the benefits of corporate governance and

o Impending Capital Account Convertibility will exert its own pressure.

Documents

anglo american model.ppt 1