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ANALYZE INVESTOR PROTECTION STRATEGIES PRACTISED IN DIFFERENT COUNTRIES
AND THE WORTH OF EACH STRATEGIES
INVESTOR PROTECTION STRATEGIES PRACTISED IN CHINA
Shareholders rights
• Granting shareholders the right to make motions, learn the truth, convene
and preside over shareholders’ meetings and bring a derivative suit or
direct suit against directors, supervisors and senior management
• Allowing a cumulative voting system in electing directors and supervisors,
the general shareholders’ meeting of a joint stock company may adopt a
cumulative voting system in electing directors and supervisors in accordance
with a company’s articles of association or shareholders’ meeting resolution
• Enlarging the scope of information disclosure to shareholders – companies
are now required to disclose the following information to shareholders:
articles of association, minutes of shareholders’ meetings, resolutions
adopted by the board of directors and the supervisory board, financial
reports, and the accounting books
Board and Company
• Increasing the functions and powers of the supervisory board
• Limiting the powers of board chairmen by abolishing chairman’s rights
to exercise some of the powers of the board of directors during the period
when the board is not in session. Abolishing the right of the chairman
to designate a substitute chairman in the event he/she cannot perform
duties
• Clarifying functions of convening and presiding over board meetings
and voting rights of board members.
Financial disclosure
• Requiring a limited liability company (LLC) to have its financial and
accounting reports audited by an accounting firm (requirement previously
limited only to joint stock companies)
• Stipulating terms of engagement and dismissal of the external auditor
• Establishing procedures for entering into related-party transactions
– a resolution approved in the shareholders’ meeting is required before
a company can provide security to a shareholder or to the actual controlling
person/entity. Under the new procedures, the relevant shareholders or
the shareholders controlled by the actual controlling person cannot participate
in voting with respect to related matters. Such resolutions must be passed
by a majority of the votes held by other shareholders present in the meeting.
Financial Transparency and Accounting Standards
Ministry of Finance (MOF), government of china had issued 38 specific
Basic Accounting Standards for Business Enterprises (ASBE) that are effective
and applied to all listed Chinese companies. The new ASBE standards have
brought Chinese accounting practices largely in line with International
Financial Reporting Standards (IFRS), with some exceptions.
Auditing
Revisions to the Company Law now require that, in addition to joint stock
companies, LLCs must also have their financials and accounting reports
audited. The law also clarifies conditions for engagement and dismissal
of the external auditor. As described above, efforts are also underway
to bring China’s accounting practices in line with internationally recognized
standards.
Audit Committee
The main duties of an audit committee are to recommend the engagement
or replacement of external auditors, to review the internal audit system,
to oversee the interaction between the internal and external auditors,
to inspect the company’s financial information and its disclosure, and
to monitor the company’s internal control system. Companies are required
by accounting law to set up a sound internal control system.
Regulatory Environment
The CSRC, as a centralized supervisory agency of securities markets, is
responsible for promulgating regulations/ rules concerning regulation
of the securities market and monitoring companies’ compliance with relevant
regulations.
WORTH OF THE ABOVE STRATEGIES:
• Valid internal governance system. Compared with state-owned stockholder,
artificial person stockholder plays a more active role in a company’s
internal governance. So, few artificial person stockholders will pursue
short-term investment interests in the market. Artificial person stockholder
will actively take part in the decision making of the board of directors.
In the artificial person oriented governance pattern, artificial person
stockholder could directly control a company’s operation through the board
of directors.
• Corporate control exists in market.
• China has become a pre-market economy country.
• Corporate governance in China results from the interaction of many elements.
The nature of China’s economic reform and the diversification trend of
the ownership of Chinese enterprises make patterns of corporate governance
in China different from what is popular in the world.
Best strategy among above strategies:
The best strategy which China follows is the share holder’s rights. They
are granting shareholders the right to make motions, learn the truth,
convene and preside over shareholders’ meetings and bring a derivative
suit or direct suit against directors, supervisors and senior management.
China allows a cumulative voting system in electing directors and supervisors;
the general shareholders’ meeting of a joint stock company may adopt a
cumulative voting system in electing directors and supervisors in accordance
with a company’s articles of association or shareholders’ meeting resolution.
INVESTOR PROTECTION STRATEGIES PRACTISED IN KENYA
Authority and Duties of Members [or Shareholders]
Members or shareholders [as owners] of the corporation jointly and severally
protect, preserve and actively exercise the supreme authority of the corporation
in general meetings. They have a duty, jointly and severally, to exercise
that supreme authority of the corporation to:
• Ensure that only competent and reliable persons, who can add value,
are elected or appointed to the Board of Directors;
• Ensure that the Board is constantly held accountable and responsible
for the efficient and effective governance of the corporation so as to
achieve corporate objectives, prosperity and sustainability.
• Change the composition of a Board that does not perform to expectation
or in accordance with the mandate of the corporation.
Appointments to the Board
Appointments to the Board of Directors should, through a managed and effective
process, ensure that a balanced mix of proficient individuals is made
and that each of those appointed is able to add value and bring independent
judgment to bear on the decision-making process.
Corporate Performance, Viability and Financial Sustainability
The Board monitor and evaluate the implementation of strategies, policies
and management performance criteria and the plans of the corporation.
In addition, the Board should constantly review the viability and financial
sustainability of the enterprise and must do so at least once every year.
Accountability to Members
The Board serve the legitimate interests of all members and account to
them fully.
Responsibility to Stakeholders
The Board identify the corporation’s internal and external stakeholders;
agree on a policy or policies determining how the corporation should relate
to, and with them, in creating wealth, jobs and the sustainability of
a financially sound corporation while ensuring that the rights of stakeholders
[whether established by law or custom] are respected, recognized and protected.
Internal Control Procedures
The Board should regularly review systems, processes and procedures to
ensure the effectiveness of its internal systems of control so that its
decision-making capability and the accuracy of its reporting and financial
results are maintained at the highest level at all times.
Recognition and Protection of Members’ Rights and Obligations
Members of the corporation have a right to receive any information that
would materially affect their membership, to participate in any meeting
of members and to participate in the election of directors and be facilitated
to fully participate in all other resolutions of interest to them as members.
Audit Committees
The Board establish an Audit Committee composed of independent non-executive
directors to keep under review the scope and results of audit, its effectiveness
and the independence and objectivity of the auditors. The Audit Committee
shall be given written terms of reference which deal adequately with their
membership, authority and duties and shall meet at least twice a year.
WORTH OF THE ABOVE STRATEGIES:
• That the Code of Best Practice for Corporate Governance, as previously
circulated and subsequently refined through expert input and comments
from corporate respondents, be adopted, printed and circulated as a guide
for Corporate Governance in Kenya.
• Fair, efficient and transparent administration of corporations to meet
well-defined objectives.
• Systems and structures of operating and controlling corporations with
a view to achieving long-term strategic goals that satisfy the owners,
suppliers, customers and financiers while complying with legal and regulatory
requirements and meeting environmental and society needs;
• Transparent and open leadership with accurate and timely disclosure
of information relating to all economic and other activities of the corporation.
• Build a consensus in favour of appropriate policy, regulatory and corporate
reforms;
• Shareholders are furnished with sufficient and timely information concerning
the date, location and agenda of general meetings, as well as full and
timely information regarding the issues to be decided at the meetings.
Best strategy among above strategies:
The best strategy among above strategies is authority and duties of members.
Because members or shareholders [as owners] of the corporation jointly
and severally protect, preserve and actively exercise the supreme authority
of the corporation in general meetings. They have a duty, jointly and
severally, to exercise that supreme authority of the corporation. They
ensure that only competent and reliable persons, who can add value, are
elected or appointed to the Board of Directors.
INVESTOR PROTECTION STRATEGIES PRACTISED IN INDIA
Regulatory Response: Company Law
The primary protection to minority shareholders is laid down in the company’s
law. Some of these provisions are the regulatory equivalent of an atom
bomb - they are drastic remedies suitable only for the gravest cases of
misgovernance.
Protection of minority shareholders
Company law provides that a company can be wound up if the Court is of
the opinion that it is just and equitable to do so. This is, of course,
the ultimate resort for a shareholder to enforce his ownership rights.
Rather than let the value of his shareholding be frittered away by the
enrichment of the dominant shareholder, he approaches the court to wind
up the company and give him his share of the assets of the company. In
most realistic situations, this is hardly a meaningful remedy as the break-up
value of a company when it is wound up is far less than its value as a
“going concern”. It is well known that winding up and other bankruptcy
procedures usually lead only to the enrichment of the lawyers and other
intermediaries involved.
Information disclosure
The company law itself mandates certain standards of information disclosure
both in prospectuses and in annual accounts. SEBI has added substantially
to these requirements in an attempt to make these documents more meaningful.
Some of these disclosures are important in the context of dealing with
the dominant shareholder. One of the most valuable is the information
on the performance of other companies in the same group, particularly
those companies which have accessed the capital markets in the recent
past. This information enables investors to make a judgement about the
past conduct of the dominant shareholder and factor that into any future
dealings with him.
Audit Committee
The main duties of an audit committee are to recommend the engagement
or replacement of external auditors, to review the internal audit system,
to oversee the interaction between the internal and external auditors,
to inspect the company’s financial information and its disclosure, and
to monitor the company’s internal control system. Companies are required
by accounting law to set up a sound internal control system. The Code
expects the audit committee to be chaired by an independent director and
composed of a majority of independent directors. It also requires that
at least one independent director on the audit committee should be an
accounting professional.
Stock Exchanges in India
India currently has two major stock exchanges--the National Stock Exchange,
established in 1994, and the Bombay Stock Exchange (BSE), the oldest stock
exchange in Asia, established in 1875. Until 1992 the BSE was a monopoly,
marked with inefficiencies, high costs of intermediation, and manipulative
practices, so external market users often found themselves disadvantaged.
The economic reforms of the early nineties created four new institutions:
the Securities and Exchanges Board of India (SEBI), the National Stock
Exchange, the National Securities Clearing Corporation, and the National
Securities Depository. The National Stock Exchange (NSE) is a limited
liability company owned by public sector financial institutions and now
accounts for about two-thirds of the stock trading in India, as well as
virtually all of its derivatives trading.
Take-overs
Instead of directly exploiting all the privileges that his controlling block gives him, the dominant shareholder can choose to sell his entire holding to somebody else. In a well functioning market for corporate control, he can expect to get a premium over the market price equal to the present value of all the privileges that the dominant shareholder can enjoy in future. The take-over regulations in India require that a slice of this cake be shared with other shareholders.
Insider trading
Securities regulators around the world have framed various regulations
to deal with the problem of insider trading. The existence of regulations
does not necessarily mean that they are enforced. Most instances of insider
trading have nothing to do with the dominant shareholder. Many of them
involve small trades by junior employees who come to know of price sensitive
information. In a few instances, insider trading may be indulged in by
directors and other senior employees. In the context of this paper, however,
the interesting cases are large scale trades by the dominant shareholder.
Market gossip has long speculated on the prevalence of such trades in
the build up to large mergers especially between group companies. Some
promoters have merged small companies in which they have a large stake
into a larger more widely held company at a swap ratio which is highly
unfavourable to the widely held company. These allegations have been difficult
to prove in most instances as the promoters can act through numerous friends,
relatives and other fronts. When SEBI recently initiated action for insider
against a large multinational in a somewhat different situation, the action
proved to be highly controversial and the ultimate resolution of this
case remains uncertain.
Pricing of preferential share allotments
Another area in which SEBI has intervened to tackle the dominant shareholder
is the pricing rule that it has imposed on preferential allotments. Company
law itself provides that new issue of shares must be rights issues to
existing shareholders unless the shareholders in general meeting allow
the company to issue shares to the general public or to other parties.
As has been pointed out earlier in this paper, the requirement of shareholder
approval is quite meaningless when there is a dominant shareholder. Many
dominant shareholders (both Indian and foreign) responded to the liberalization
of the Indian economy by making preferential allotments to themselves
at a small fraction of the market price. This regulatory intervention
illustrates very nicely the problems that the regulator faces in dealing
with governance abuses by the dominant shareholder. There are many situations
where it may be in the interests of the company as a whole (and not just
the dominant shareholders) to issue equity at below the six monthly average
prices.
Foreign Investment Implementation Authority (FIIA)
Government of India has set up Foreign Investment Implementation Authority
(FIIA) to facilitate quick translation of Foreign Direct Investment (FDI)
approvals into implementation by providing a pro-active one stop after
care service to foreign investors, help them obtain necessary approvals
and by sorting their operational problems. FIIA is assisted by Fast Track
Committee (FTC), which have been established in 30 Ministries/Departments
of Government of India for monitoring and resolution of difficulties for
sector specific projects.
WORTH OF THE ABOVE STRATEGIES:
• Economic reforms have not only increased growth prospects, but they
have also made markets more competitive.
• Globalization of our financial markets has exposed issuers, investors
and intermediaries to the higher standards of disclosure and corporate
governance that prevail in more developed capital markets.
• Disclosure of information is the pre-requisite for the minority shareholders
or for the capital market to act against errant managements. The regulator
can enhance the scope, frequency, quality and reliability of the information
that is disclosed.
• Regulatory measures that promote an efficient market for corporate control
would create an effective threat to some classes of dominant shareholders.
• Regulatory intervention illustrates very nicely the problems that the
regulator faces in dealing with governance abuses by the dominant shareholder.
There are many situations where it may be in the interests of the company
as a whole (and not just the dominant shareholders) to issue equity at
below the six monthly average prices.
• Corporate governance abuses perpetrated by a dominant shareholder pose
a difficult regulatory dilemma in that regulatory intervention would often
imply a micro-management of routine business decisions.
• Corporate governance, which is the system that helps firms control and
direct operations, is in the spotlight as key parts of the governance
framework such as audit and finance functions have failed to check the
promoter-driven agendas.
• Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient
and credible.
Best strategy among above strategies:
The best strategy followed by India is regulatory response. Laws and regulations
followed by India is major concern for investors. The primary protection
to minority shareholders is laid down in the company’s law. Some of these
provisions are the regulatory equivalent of an atom bomb - they are drastic
remedies suitable only for the gravest cases of misgovernance.
INVESTOR PROTECTION STRATEGIES PRACTISED IN PAKISTAN
Treatment of Shareholders
The World Bank notes that the Securities and Exchange Ordinance of 1969
(SEO 1969) regulates insider trading, and the laws are enforced by the
SECP, which has also issued Insider Trading Guidelines. Any "associated"
person is prohibited from trading in his or her company's shares if he
has information not "generally available", and which would affect
the price of the securities, or related to any company transaction. "Associated"
people include officers, employees, and any person with a "professional
or business relationship which gives them access”.
Following the assessment a number of recommendations were made and the
World Bank noted that although shareholders are required to disclose direct
and indirect ownership, market participants cautioned that generally only
direct ownership is reported. Also, many shareholders avoid this requirement
by holding less than the 10 percent threshold. The World Bank recommended
that the requirement for shareholders to disclose indirect ownership should
be clarified in the law. Further, companies should be required to disclose
a list of significant shareholders in their annual report and shareholders
should disclose all shareholder agreements.
Role of Stakeholders
The World Bank assessment explains that creditor protection used to be
in Pakistan. The establishment of Banking Courts and legal changes to
facilitate the collection and resale of collateral has improved the protection
of creditors' rights. In addition, the report adds, "a variety of
standard measures developed by the World Bank for 130 countries confirm
that compared to its regional neighbours, Pakistan has relatively strong
creditor rights”. The report adds that while employees do not have a right
to sit on boards, they are represented by works councils. Creditors can
nominate directors to the board "by virtue of contractual agreement"
and some companies have also started to adopt whistleblower policies.
The World Bank explains that "labour/trade unions have a 'collective
bargaining agent' who presents the grievances of employees on their behalf.
However there is no specific whistleblower protection under the law".
Disclosure and Transparency
Companies Ordinance provides a regime for detailed financial disclosure
requirements and, more specifically, Section 233 of the Ordinance mandates
the presentation by directors of a balance sheet and a profit and loss
account at every annual general meeting. These reports are to be accompanied
by an auditor's report and a director's report required to be made available
to every member of the company, the SECP, the stock exchange and the Registrar.
Nevertheless, the World Bank notes that although Pakistan has a Code of
Corporate Governance in place since 2002, there are no disclosure requirements
regarding employees and other stakeholders in the law or Code. With regards
to financial reporting, according to the 2005 Accounting and Auditing
Report on the Observance of Standards and Codes (ROSC) by the World Bank,
Pakistan has "largely" adopted International Financial Reporting
Standards (IFRS) as promulgated by the SECP in consultation with the Institute
of Chartered Accountants of Pakistan (ICAP). Pakistan has also adopted
International Standards on Auditing (ISA) without any modifications, however
it is unclear whether all the latest revisions made by the International
Auditing and Assurance Board have been incorporated. Further, members
of ICAP must follow the Code of Ethics, revised in 2003 to comply with
the IFAC Code.
The Responsibilities of the Board
Code of Corporate Governance was to "restructure the board of directors
in order to make it accountable to all shareholders; to strengthen internal
control systems of corporations; to foster better disclosure and to strengthen
internal and external audit requirements of listed companies". The
report also points out that "the Code makes a bold attempt at giving
some definite shape and direction to the role of the Chairman of the BODs
[Board of Directors] in Pakistan's Corporate Governance environment".
However, according to the World Bank, fiduciary duties are relatively
under-developed in Pakistani law. The assessment notes that "existing
fiduciary duties are based primarily on a limited amount of case law,
which is sparse and emphasizes loyalty to the company (not shareholders)
and the provisions on conflict of interest in the Companies Ordinance
(CO)". Pakistan has been taking a few initiatives in that direction
and in 2004 the Pakistan Institute of Corporate Governance (PICG) was
established to provide an enabling environment for effective implementation
of the Code of Corporate Governance. The World Bank observed that the
PICG can play a major role in the development of implementation guidelines
for boards, and for audit committees. The assessment found the Code's
provisions for independent directors relatively weak and recommended that
independence provisions of the Code be clarified. In addition, it recommended
that the Code should contain an explicit recommendation/requirement that
companies should pay adequate compensation to all board members.
Ensuring the Basis for an Effective Corporate Governance Framework
The IMF's Financial System Stability Assessment conducted in 2004 concluded
that Pakistan's corporate governance regulations are extensive and comprehensive.
In addition to the detailed corporate governance provisions in the Company
Ordinance the report points out that the SECP "issued a detailed
Code of Corporate Governance in March 2002 for all listed companies that
is broadly in line with OECD Principles".
The SECP ensures compliance with the law, the Code and the listing requirements
for listed entities. Listed companies only require a statement of compliance
signed by a verified accountant and compliance may not always be achieved.
The World Bank recommended that the SECP should work towards building
its enforcement capability. The report added that "key steps include
increasing the technical level of staff in key areas (particularly legal
and accounting experts), continuing to define enforcement priorities,
and refining enforcement procedures". The State Bank of Pakistan
(SBP) is the central bank and is responsible for regulating the banking
and financial sector. In addition to the Code, banks must comply with
the Prudential Regulations of the SBP and the Banking Ordinance of 1962.
WORTH OF THE ABOVE STRATEGIES:
• Code of Corporate Governance has established a framework for good corporate
governance practices for listed companies.
• International Monetary Fund Financial System Stability Assessment report
reiterated that Pakistan's corporate governance regulations are "extensive
and comprehensive" and the Code of Corporate Governance is broadly
in line with Organization for Economic Co-operation and Development (OECD)
Principles.
• Disclosure of ownership, reporting of related party transactions, and
rules on Annual General Meetings has made the investors beneficial.
• World Bank rates investor protection in Pakistan as being above the
regional and the OECD averages.
• The functioning of control arrangements" was rated as "Partially
Observed," indicating that while the legal and regulatory framework
complies with the Principle, practices and enforcement diverge.
• The World Bank noted that overall; the legal framework for basic shareholder
rights is well established in Pakistan.
• Companies disclose a list of significant shareholders in their annual
report and disclose all shareholder agreements.
Best strategy among above strategies:
The best strategy followed by Pakistan is transparency and disclosure.
If disclosure are made in time with transparency in all regards makes
the investors trust and invest in future. Ordinance mandates the presentation
by directors of a balance sheet and a profit and loss account at every
annual general meeting. These reports are to be accompanied by an auditor's
report and a director's report required to be made available to every
member of the company, the SECP, the stock exchange and the Registrar.
Pakistan has also adopted International Standards on Auditing (ISA) without
any modifications.
INVESTOR PROTECTION STRATEGIES PRACTISED IN NEWZELAND
Audit & Risk Committee
The function of the Audit and Risk Committee is to oversee financial reporting,
accounting policies, financial management, internal control systems, risk
management system, systems for protecting assets and compliance. The Committee
keeps under review the scope and results of audit work, its cost effectiveness
and performance, independence and objectivity of the auditors. It also
reviews the financial statements and the announcement to the New Zealand
Exchange concerning financial results.
Role of the Board
The Board of Directors is elected by the shareholders to supervise the
management of the Company. The Board establishes the Company's objectives,
overall policy framework within which the business of the Company is conducted
and confirms strategies for achieving these objectives, monitors management's
performance and ensures that procedures are in place to provide effective
internal financial control. The day to day management responsibilities
of the Company have been delegated to Morrison & Co Infrastructure
Management Limited ("MCIM").
Internal Financial Control
The Board has overall responsibility for the Company's system of internal
financial control. The Directors have established procedures and policies
that are designed to provide effective internal financial control. Annual
budgets and long term strategic direction are agreed by the Board. Financial
statements are prepared monthly and reviewed by the Board throughout the
year to monitor performance against budget targets and objectives.
The Role of Shareholders
The Board aims to ensure that shareholders are informed of all major developments
affecting the Group's state of affairs. Information is communicated to
shareholders in the annual report, interim report, two updates, regular
e-mail updates and media announcements. The Board encourages full participation
of shareholders at the annual meeting to ensure a high level of accountability
and identification with the Group's strategies and goals.
Legal environment
The concentration of ownership and poor development of financial markets
are consequences of Newzeland’s weak legal environment. Recent research
has shown that it is strong law enforcement, rather than the mere content
of the laws, that is crucial for the ability of firms to attract external
finance. While Newzeland quickly caught up with the West in adjusting
their company and bankruptcy laws to Western standards, law enforcement
remains poor. This is primarily due to widespread corruption in courts,
regulatory bodies and law enforcement agencies.
WORTH OF THE ABOVE STRATEGIES:
• Control of management and on analysis of company financial statements,
on the contrary, decreased with the management’s share.
• The Federal Financial Markets Service (formerly the Federal Commission
for Securities Markets) introduced the Code of Corporate Conduct. Private
agencies are proposing their own initiatives and publishing their own
corporate governance ratings.
• The legislators have begun to introduce amendments in the laws aimed
at stopping the practices of “black” and “grey” takeover schemes, while
investigation and enforcement agencies have started to scrutinize “strange”
court rulings, punish some judges for unjust decisions, and file criminal
charges against some raiders.
• Governments of different levels can in fact be considered as companies’
stakeholders, whose goals may significantly diverge from the firm value
maximization.
• Recent and proposed legal reforms can alleviate the problem of insecure
property rights. However, fighting corruption and changing public and
government attitudes towards privatization deals are crucial steps in
the development of a sound corporate governance system.
Best strategy among above strategies:
The best strategy for investor’s protection is internal control system.
Internal control system doesn’t allow any kind of fraud and helps to increase
the company’s values. The Directors have established procedures and policies
that are designed to provide effective internal financial control. Annual
budgets and long term strategic direction are agreed by the Board. Financial
statements are prepared monthly and reviewed by the Board throughout the
year to monitor performance against budget targets and objectives
REFRENCES
- http://www.estandardsforum.org/pakistan/standards/principles-of-corporate governance
- http://www.dnb.nl/en/binaries/ot054_tcm47-146064.pdf
- http://hbswk.hbs.edu/item/6411.html
- http://www.state.gov/e/eeb/ifd/2008/100905.html
- http://www.sec.gov/about/whatwedo.shtml
- http://www.efmaefm.org/0EFMAMEETINGS/EFMA%20ANNUAL%20MEETINGS/2010-Aarhus/EFMA2010_0168_fullpaper.pdf
- http://in.reuters.com/article/idINIndia-50770720100811
- http://dipp.nic.in/invindia/invind.html
- http://www.scribd.com/doc/23489056/Investor-Protection-Laws-Accounting-and-Auditing-Around-the-World
- http://www.oecd.org/dataoecd/46/59/2757938.pdf
- http://www.hiebs.hku.hk/working_paper_updates/pdf/wp1096.pdf
- http://www.rieti.go.jp/jp/events/03010801/pdf/Hu.pdf
- http://www.ecgi.org/codes/documents/principles_2.pdf
- http://unpan1.un.org/intradoc/groups/public/documents/APCITY/UNPAN023826.pdf
- http://en.wikipedia.org/wiki/Corporate_law#Corporate_governance
- http://rbidocs.rbi.org.in/rdocs/PublicationReport/Pdfs/20024.pdf
- http://www.infibeam.com/Books/info/s-bhayana/corporate-governance-practices-india/8189915843.html
- http://www.rediff.com/money/2009/jan/19satyam-what-india-must-do.html
- http://www.ibscdc.org/Case_Studies/Corporate%20Governance/GOV0005.html
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