Historical Perspective of Corporate Governance

The seeds of modern corporate governance were probably sown by the Watergate scandal in the United States.   The global movement for better corporate governance progressed in fits and starts from the mid-1980s up to 1997.   There were the odd country-level initiatives such as the Cadbury Committee Report in the United Kingdom (1992) or the recommendations of the National Association of Corporate Directors of the US (1995).   It would be fair to say, however, that such initiatives were few and far between.   And while there were the occasional international conferences on the desirability of good corporate governance, most companies — both global and Indian knew little of what the phrase meant, and cared even less for its implications.   More recently, the first major stimulus for corporate governance reforms came after the South-East and East Asian crisis of 1997-98.   This was no classical Latin American debt crisis.   Here were fiscally responsible, healthy, rapidly growing, export-driven economies going into crippling financial crises.   Gradually, governments, multilateral institutions, banks as well as companies began to understand that the devil lay in the institutional, microeconomic details — the nitty-gritty of transactions between companies, banks, financial institutions and capital markets; the design of corporate laws, bankruptcy procedures and practices; the structure of ownership and crony capitalism; sharp stock market practices; poor boards of directors showing scant regard to fiduciary responsibility; poor disclosures and transparency; and inadequate accounting and auditing standards.

Suddenly, ‘corporate governance’ came out of dusty academic closets and moved centre stage.   Barring Japan and possibly Indonesia, countries in Asia recovered remarkably fast.   By the year 2001, Thailand, Malaysia and Korea were on the upswing and on course to regain their historical growth rates.   With such rapid recovery, corporate governance issues s were in the danger of being relegated to the back stage once again.   There were projects to be executed, under-value assets to be bought, and profits to be made.   International investors were again showing bullishness.   In such a milieu, there seemed no urgent need to impose concepts like better accounting practices, greater disclosure, and independent board oversight.   Corporate governance once again settled into a phase of extended inactivity.

India’s experience was somewhat different from this Asian scheme of things. First, unlike South-East and East. Asia, the corporate governance movement did not occur due to a national or region-wide macro — economic and financial collapse.   Indeed, the Asian crisis barely touched India.

Secondly, unlike other Asian countries, the initial drive for better corporate governance and disclosure, perhaps as a result of the 1992 stock market ‘scam’, and the onset of international competition consequent on the liberalization of economy that began in 1990, came from all-India industry and business associations, and in the Department of Company Affairs.

Thirdly, it is fair to say that, since April 2001, listed companies in India are required to follow some of the most stringent guidelines for corporate governance throughout Asia and which rank among some of the best in the world.

Even so, there is scope for improvement.   For one, while India may have excellent rules and regulations, regulatory authorities are inadequately staffed and lack sufficient number of skilled people.   This has led to less than credible enforcement.   Delays in courts compound this problem.   For another, India has had its fair share of corporate scams and stock market scandals that has shaken investor confidence.   Much can be done to improve the situation.

Just as the global corporate governance movement was going into a bit of hibernation, there came the Enron debacle of 2001, followed by other scandals involving large US companies such as WorldCom, Qwest, Global Crossing and the exposure of lack of auditing that eventually led to the collapse of Andersen.   After having shaken the foundations of the business world, that too in the stronghold of capitalism, these scandals have triggered another more vigorous phase of reforms in corporate governance, accounting practices and disclosures — this time more comprehensively than ever before.

As a US — based expert recently put it, “Enron and WorldCom have done more to further the cause of corporate transparency and governance in less than one year, than what activists could do in the last twenty.”

This is truly so.   In June 2002, less than a year from the date when Enron filed for bankruptcy, the US Congress introduced in record time the Sarbanes-Oxley Bill.   This piece of legislation (popularly called SOX) brought with it fundamental changes in virtually every area of corporate governance — and particularly in auditor independence, conflicts of interest, corporate responsibility and enhanced financial disclosures.   The SOX Act was signed into law by the US President on 30 July 2002.   While the US Securities and Exchanges Commission (SEC) is yet to formalize most of the rules under various provisions of the Act, and despite there being rumbles of protest in the corporate world against some of the more draconian measures in the new law, it is fair to predict that the SOX Act will do more to change the contours of board structure, auditing, financial reporting and corporate disclosure than any other previous law in US history.

Although India has been fortunate in not having to go through the pains of massive corporate failures such as Enron and WorldCom, it has not been found wanting in its desire to further improve corporate governance standards.   On 21 August 2002, the Department of Company Affairs (DCA) under the Ministry of Finance and Company Affairs appointed this Committee to examine various corporate governance issues.

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