Extant literature has been dedicated to the concept of corporate ethics and governance. In regard to the Satyam scenario, Afsharipour (2010) discussed the expectations as well as challenges that face the Indian corporate governance landscape. The paper discussed corporate reforms that were put in place as a consequence of the Satyam fraud. The author recognizes the dire need for proper governance in the entire Indian corporate landscape as a consequence of India's ever expanding economy. Afsharipour (2010) indicated that there has been changes in the corporate governance conditions prior to and after the Satyam corporate scandal.The author indicates that even though the former Chairman of the company, Mr. Ramalinga Raju as well as his family jointly owned close to 8% of the company's shares, the company had as a majority, an independent Board of Directors that included various Indian luminaries and hence complying with the Clause 19 requirements of corporate governance.
The Board of Directors at Satyam included international dignitaries like Mangalam
Srinivasan (who advices the Kennedy School of Government, Harvard University), Vinod K. Dham (The founding owner of Pentium microprocessors) as well as Krishna G. Palepu, a Ross Graham Walker Professor of Business Administration among others. After the Satyam fraud several questions emerged on how such a massive financial fraud had taken place without any form of detection. Afsharipour (2010) mentioned that the minute of the board meeting that was held on the 16th of December, 2008 indicated that certain board members raised several questions regarding certain proposed transactions.
Some of the acquisitions were unanimously approved by the board without any for of dissent. The Satyam fraud case is an illustration of the role of Board of Directors in corporate governance as well as ethics. Afsharipour's (2010) work concluded that the closed nature of most Indian firms is what caused a general lack of disclosure as well as general lack of governance requirements.
Ponnu (2008) companies that implement that implement appropriate corporate governance system succeed in the provision of useful information to the stakeholders and shareholders in an effort of reducing the level of information asymmetry while helping the company to improve its operations as indicated in the work of Hsiang-tsai Chiang et al. (2005).
It therefore become important for one to really understand what corporate governance is. Mayer (1997) pointed out that corporate governance entails the bringing of interests of investors as well as managers in line as well as ensuring that a given firm operates for the investors' benefits. Corporate governance has a two-way relationship that runs between a corporation's internal governance as well as the general society's view of the level and scope of corporate accountability as pointed out by Deakin and Hughes (1997). Corporate governance should therefore be made to be inclusive of all of the structures, cultures, systems as well as processes that are needed for the successful operation of a given organization as indicated in the work of Keasey et al. (1997) where he used the concept of corporate governance as outlined in the Cadbury Committee Report of 1992.
Role of Board of Directors in corporate governance
Ponnu (2008,p.220) further investigated the role of board of governors in corporate governance. According to him, the board of directors plays an integral role in the running of a given organization. This is because it oversees the organization's top management besides being entrusted with the important responsibility of supervising as well as monitoring of the organization's resources. The board of directors also oversees the overall operation of the company. The board of directors can therefore be blames for some of the corporate governance failures witnessed in recent times such as the Satyam fraud.
The board of directors can therefore be collectively observed as a team of individuals who have fiduciary responsibilities of directing and leading a given organization but with the main objective of protecting the company's shareholders' interests as outlined in the work of Shamsul Nahar Abdullah (2004).
The boards of directors are indicated...
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