Corporate Governance, Responsibility and Sustainability: Initiatives in Emerging Economies

187 Pages·2015·0.66 MB·English

by  Arindam Banik, Ananda Das Gupta, Pradip K. Bhaumik (eds.)

EDITED BY
ARINDAM BANIK
ANANDA DAS GUPTA
PRADIP K. BHAUMIK
CORPORATE
GOVERNANCE,
RESPONSIBILITY AND
SUSTAINABILITY
Initiatives in Emerging Economies
Corporate Governance, Responsibility and
Sustainability

Corporate Governance,
Responsibility and
Sustainability
Initiatives in Emerging Economies
Edited by
Arindam Banik
International Management Institute, India
Ananda Das Gupta
Indian Institute of Plantation Management, India
and
Pradip K. Bhaumik
International Management Institute, India
Selection, introduction and editorial matter © Arindam Banik, Ananda Das Gupta and
Pradip K. Bhaumik 2015
Individual chapters © Contributors 2015
All rights reserved. No reproduction, copy or transmission of this
publication may be made without written permission.
No portion of this publication may be reproduced, copied or transmitted
save with written permission or in accordance with the provisions of the
Copyright, Designs and Patents Act 1988, or under the terms of any licence
permitting limited copying issued by the Copyright Licensing Agency,
Saffron House, 6–10 Kirby Street, London EC1N 8TS.
Any person who does any unauthorized act in relation to this publication
may be liable to criminal prosecution and civil claims for damages.
The authors have asserted their rights to be identified as the authors of this work
in accordance with the Copyright, Designs and Patents Act 1988.
First published 2015 by
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ISBN 978-1-349-55732-5 ISBN 978-1-137-36185-1 (eBook)
DOI 10.1057/9781137361851
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A catalogue record for this book is available from the British Library.
Library of Congress Cataloging-in-Publication Data
Corporate governance, responsibility and sustainability : initiatives in emerging
economies / [edited by] Arindam Banik, Ananda Das Gupta, Pradip K. Bhaumik.
pages cm
1. Corporate governance – Developing countries. 2. Social responsibility of
business – Developing countries. 3. Sustainable development – Developing countries.
I. Banik, Arindam. II. Das Gupta, Ananda, 1955– III. Bhaumik, Pradip K., 1949–
HD2741.C7796 2015
338.60917294—dc23 2014049952
To Mousumi, Aruna and Dolly

Contents
List of Boxes x i
List of Figures x ii
List of Tables x iii
Preface and Acknowledgments x iv
Notes on Contributors x vi
1 Introduction 1
Arindam Banik
Corporate governance models around the world 3
A nglo-American model 4
N on-Anglo-American model 5
Structure of the book 7
2 Corporate Governance and Corporate Social
Responsibilities in China 9
Hou Shuiping, Xie Chunling and Anindita Chatterjee ( Ganguly )
Introduction 9
History and development of corporate governance in China 10
P hase 1: 1978–1984 1 0
Phase 2: 1984–1992 1 1
P hase 3: 1993–2003 1 1
P hase 4: from 2004 onward 1 2
The legal framework of corporate governance for listed
companies in China 1 2
Institutional framework for the corporate governance
of listed companies in China 13
CSR activities in China 1 4
The main features of CSR in China 17
The limitations of CSR activities in China 21
Conclusions 2 1
vii
viii Contents
3 Corporate Governance in India 24
Pradip K. Bhaumik
Introduction 2 4
Historical background 27
Ancient India 2 7
C olonial and independent India 2 8
Corporate governance reforms 32
I nitiatives by Confederation of Indian Industries (CII) 3 3
I nitiatives by Securities and Exchange Board of India (SEBI) 3 8
I nitiatives by Ministry of Corporate Affairs (MCA) 4 0
Corporate governance practice 43
Discussion 4 7
Conclusion 5 1
4 Corporate Governance in Brazil 56
Antonio Gledson de Carvalho , Humberto Gallucci Netto
and Joelson de Oliveira Sampaio
Introduction 5 6
Historical background 57
E arly times 5 7
T he 1990s 5 9
R eforms 60
R ecovery 6 2
Corporate governance practices 64
Board of directors 6 5
B oard independence 65
Audit committee and fiscal board 68
Board processes 70
R elated party transactions 7 1
D isclosure 7 2
M inority shareholders’ rights 7 3
A rbitration 7 4
Conclusion 7 4
5 Corporate Governance in South Africa 78
Tirthankar Nag
Introduction 7 8
Historical evolution of corporate governance practices 79
K ing I (1994) 7 9
K ing II (2002) 8 1
Contents ix
K ing III (2009) 8 1
Laws and codes of practice 82
K ing III: code of governance principles for South
Africa 2009 8 3
E thical leadership and corporate governance 8 3
B oards 8 4
I ndependent directors 8 4
C orporate governance, risks and information
technology 8 5
Stakeholder relationships 8 5
T he Companies Act 71 of 2008 8 6
Corporate governance scandals 86
Policy implications 8 8
New initiatives towards dispute resolution 88
Conclusion 8 9
6 Corporate Governance in Russia 91
Nandita Mishra
Introduction 9 1
Overview of corporate governance in Russia 92
P rivatization in Russia: birth of the Russian model of
corporate governance 9 2
The corporate objective and mission of board of directors 99
S hareholder rights and equitable treatment of
shareholders 9 9
R esponsibility of the board: towards more
transparency and disclosure 1 03
Intensify implementation and enforcement 1 06
E nsure clarity and coherence 1 06
F acilitate corporate governance culture in the
private sector 1 07
E nsure continuing support and review of progress 1 07
I mplementation and legal framework 1 07
Corporate governance in contemporary Russia 109
Concluding remarks 1 14
7 Corporate Governance and Corporate Social Responsibility:
An Indian Case Study 117
Ananda Das Gupta
Case study I 1 17