Relation between Corporate governance and profitability: analysis of ITC, BHEL ,RIL,Ranbaxy

Essay by paanks July 2009

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1. Introduction 41.1 Corporate Governance: Definition 51.2 Objectives and Scope 61.3 Global Perspective to Corporate Governance 71.4 Emergence of Corporate Governance in India 91.5 Committees on CG in India 101.6 Clause 49 of Listing Agreement 122. Mini Cases 182.1 ITC Ltd 182.1.1 THE COMPANY'S GOVERNANCE PHILOSOPHY 182.1.2 THE GOVERNANCE STRUCTURE 192.1.3 ROLES OF VARIOUS ENTITIES 202.1.4 BOARD OF DIRECTORS 212.1.5 COMMITTEES OF THE BOARD 252.1.6 MEANS OF COMMUNICATION 282.1.7 ITC CODE OF CONDUCT 282.1.8 PERFORMANCE 292.1.9 Shareholding Pattern 302.1.10 Conclusions 312.2. BHARAT HEAVY ELECTRICALS LIMITED (BHEL) 312.2.1 Philosophy of corporate governance at BHEL 312.2.2 Board of Directors 322.2.3. Board's Responsibilities 332.2.4 Disclosures 332.2.5 Performance 342.2.6 Conclusions 352.3 Reliance Industries Limited (RIL) 372.3.1 CORPORATE GOVERNANCE AT RELIANCE INDUSTRIES 372.3.2 Corporate Governance Monitoring and Review Process at Reliance : 372.3.3 RIL's Philosophy on Code of Governance 392.3.4 Board Composition and Particulars of Directors Board Composition 402.3.5 Board Meetings, its Committee Meetings and Procedures 412.3.6.

Board Committees: 412.3.7 Performance 462.3.8 Analysis & Conclusion 482.4 Ranbaxy Laboratories 492.4.1 Corporate Governance overview 492.4.2 Committees Formed 492.4.3 Remuneration of Executive directors 502.4.4 Share transfer system 502.4.5 Performance and compliance indicators over 2003-2007 502.4.6 Analysis and conclusions 513. CONCLUSIONS 52IntroductionCorporate governance is a term that refers broadly to the rules, processes, or laws by which businesses are operated, regulated, and controlled. The term can refer to internal factors defined by the officers, stockholders or constitution of a corporation, as well as to external forces such as consumer groups, clients, and government regulations. Well defined and enforced corporate governance provides a structure that, at least in theory, works for the benefit of everyone concerned by ensuring that the enterprise adheres to accepted ethical standards and best practices as well as to formal laws. To that end, organizations have been formed at the regional, national, and global levels.