16. Duties Relating to Corporation Finance and Capital

Business Law ◽  
2020 ◽  
pp. 402-423
Author(s):  
James Marson ◽  
Katy Ferris
Keyword(s):  
Corporate Governance ◽  
Broad Issue ◽  
A Company

This chapter discusses the details of the various obligations on companies that wish to issue and allot shares, provide debentures and charges over the company’s assets, and provide guidance on the maintenance of the company’s finances. It continues from the discussion of the administration of the company to consider the broad issue of corporate governance and identifies how a company may raise capital, while also considering the obligations placed on the directors to protect and maintain the capital of the company for its members. To appreciate the effects of the Companies Act (CA) 2006 on companies, it is important to understand the rules regarding the issuing of shares and granting of debentures to protect the company and the creditors from abuse, and how dividends are to be agreed upon and provided to shareholders.

16. Maintenance of Finance and Capital

Business Law ◽  
2018 ◽  
Author(s):  
James Marson ◽  
Katy Ferris
Keyword(s):  
Corporate Governance ◽  
Broad Issue ◽  
A Company

This chapter discusses the details of the various obligations on companies that wish to issue and allot shares, provide debentures and charges over the company’s assets, and provide guidance on the maintenance of the company’s finances. It continues from the discussion of the administration of the company to consider the broad issue of corporate governance and identifies how a company may raise capital, while also considering the obligations placed on the directors to protect and maintain the capital of the company for its members. To appreciate the effects of the Companies Act (CA) 2006 on companies, it is important to understand the rules regarding the issuing of shares and granting of debentures to protect the company and the creditors from abuse, and how dividends are to be agreed upon and provided to shareholders.

scholarly journals Universal corporate governance standards: recommendations following the global financial crisis

2014 ◽  
Vol 11 (3) ◽  
pp. 438-446
Author(s):  
Ronald Henry Mynhardt
Keyword(s):  
Corporate Governance ◽  
Financial Crisis ◽  
Global Financial Crisis ◽  
The Global Financial Crisis ◽  
A Company ◽  
The Way

Corporate governance can be defined as: the set of processes, customs, policies, laws and institutions affecting the way a company is directed, administered or controlled. Suggestions were investigated that the global financial crisis revealed severe shortcomings in corporate governance. Research was conducted to establish whether these suggestions are accurate. The study found that it appeared that corporate governance has failed and action needs to be taken. The study recommends that a world supervisory body on corporate governance be established. It also proposes that a summit be called to discuss and create such an authority. In addition, the formulation of a set of universal corporate governance standards for implementation by the members was suggested

scholarly journals Factors of fraud occurrence and corporate governance structures: Evidence from emerging market Malaysia

2014 ◽  
Vol 11 (3) ◽  
pp. 135-153 ◽  
Author(s):  
Zuraidah Mohd Zam ◽  
Wee Ching Pok ◽  
Abdullahi D. Ahmed
Keyword(s):  
Corporate Governance ◽  
Earnings Management ◽  
Emerging Market ◽  
Rank Test ◽  
Executive Directors ◽  
Dividend Payments ◽  
Signed Rank ◽  
Signed Rank Test ◽  
A Company ◽  
Financial Environment

The main objective of this research is to examine the possible factors of the corporate environment which may contribute to the occurrence of fraud by investigating whether there are any differences in corporate governance, earnings management activities and compensation structures between scandal and non-scandal firms. The sample of this study consists of 57 scandal firms matched with non-scandal firms in the Malaysian financial environment. The scandal firms are the Malaysian publicly listed companies which have been reported to be involved in fraud over the period 1995 to 2008. Non-parametric tests such as Paired t-test and the Wilcoxon signed-rank test are conducted to investigate the differences in characteristics of the two sub-groups (scandal firms vs. non-scandal firms). The results show that the independent directors of scandal firms were holding fewer directorships. In addition, there is evidence to show that scandal firms are reporting lower earnings and therefore paying lower dividends. However, no significant differences are found in the compensation structures of the executive directors in both sets of our sample. The results of the logistic regression reveal that factors such as the nature of dividend payments; the effectiveness of independent committees and the influence of powerful/dominant positions in a company may have been contributing to fraud.

scholarly journals GAGASAN PENGATURAN HUKUM PEMERIKSAAN PERSEROAN TERBATAS (Suatu Evaluasi Normatif terhadap Pasal 138 - Pasal 141 Undang-Undang Nomor 40 Tahun 2007 tentang Perseroan Terbatas)

2011 ◽  
Vol 11 (2) ◽  
Author(s):  
Muhammad Syaifuddin
Keyword(s):  
Corporate Governance ◽  
Legal Certainty ◽  
Legal Norms ◽  
Legal Rules ◽  
Good Corporate Governance ◽  
Normative Evaluation ◽  
Limited Company ◽  
A Company

Law No. 40 Year 2007 oblige good corporate governance. Practically, there is a chance to do wrongful act which cause bad corporate governance. Law No. 40 Year 2007 have some legal inconsistencies, so that cause uncertainty and unused legal practically. The idea of regulating on investigating of a company in forward has to develop of strengthening of legal certainty principle and legal utility principle (besides legal justice principle) which concrete in positive legal norms about performing, governing, investigating and post-investigating of a limited company by shares as a system. Then, the revising of positive legal norms about investigating of a limited company by shares consistently, which refers to the logics of legal rules. Keywords: the investigating, limited company by shares, normative evaluation, legal inconsistency

scholarly journals How Are Company Size, Financial Performance and Corporate Governance Related to Directors' Remuneration?

2020 ◽  
Vol 11 (6) ◽  
pp. 12
Author(s):  
Norziana Lokman ◽  
Fattiadriati Mohd Tareh
Keyword(s):  
Corporate Governance ◽  
Financial Performance ◽  
Financial Reporting ◽  
Pearson Correlation ◽  
Annual Reports ◽  
Company Size ◽  
Company Performance ◽  
Ceo Duality ◽  
The Relationship ◽  
A Company

This study examined the relationship between the company-specific characteristics, namely, company size, company performance, and company leverage and the corporate governance attributes of a company which includes CEO duality and remuneration committee independence as the predictor factors that determine directors’ remuneration. A sample of 260 public listed companies on Bursa Malaysia was selected using stratified random sampling for the financial reporting of 2018. All data concerning the company characteristics and corporate governance attributes were obtained from the annual reports of the companies, which can be accessed from the Bursa Malaysia website. Pearson correlation and multi-regression analysis were used to analyse the data to determine the relationship of the predictor variables with director remuneration. On the one hand, the results of the study showed that directors’ remuneration is positively and significantly related to the size of the company. On the other hand, the financial performance of a company is positively but weakly related to directors remuneration. The remaining predictors have no relationship with directors’ remuneration. The finding suggested that the key determinant factor of directors’ remuneration is company size whereas company performance may have a small impact. Lastly, company compliance with the recommendation of the Malaysian Code on Corporate Governance did not guarantee the effectiveness of the monitoring function of the remuneration committee in ensuring that directors’ remuneration is commensurate with company performance. The result of the study provides additional evidence and support that company size and financial performance are linked to director remuneration. Also the finding of the study reconfirmed prior study that board leadership structure (CEO duality) and remuneration committee independent have no impact on directors’ remuneration.

scholarly journals ANALYSIS OF THE IMPACT ON ACCOUNTING IN THE PROCESS OF IMPLANTING CORPORATE GOVERNANCE WITHIN A COMPANY

2010 ◽  
Vol 2 (3) ◽  
Author(s):  
Omeri Dedonatto ◽  
Ilse Maria Beuren
Keyword(s):  
Corporate Governance ◽  
The Impact ◽  
A Company

Um conceito recorrente tem sido o de governança corporativa, entendido como o conjunto de práticas e regras, de natureza jurídica, social e econômica, que estabelece o relacionamento e regula o conflito entre os diversos segmentos envolvidos nas atividades das companhias, com ênfase na proteção dos interesses dos acionistas. Assim, o artigo objetiva analisar os impactos para a contabilidade no processo de implantação da governança corporativa em uma empresa. Os procedimentos metodológicos adotados caracterizam a pesquisa como exploratória com abordagem qualitativa, realizada por meio de um estudo de caso em empresa que implantou a governança corporativa. Os resultados da pesquisa mostram os impactos para a contabilidade no processo de implantação da governança corporativa na empresa. Os impactos na contabilidade foram relativamente pequenos, haja vista que uma melhor estruturação demandaria maior volume de investimentos em pessoal especializado, consultorias, equipamentos e sistemas de informações.

scholarly journals CORPORATE GOVERNANCE AND BUSINESS PERFORMANCE: EVIDENCE FOR THE ROMANIAN ECONOMY

2015 ◽  
Vol 17 (3) ◽  
pp. 458-474 ◽  
Author(s):  
Monica-Violeta ACHIM ◽  
Sorin-Nicolae BORLEA ◽  
Codruţa MARE
Keyword(s):  
Corporate Governance ◽  
Business Performance ◽  
Stock Exchange ◽  
Policy Makers ◽  
Governance Practices ◽  
Corporate Governance Practice ◽  
Corporate Governance Quality ◽  
The Impact ◽  
A Company

Our finding contributes towards the understanding of movements regarding the adoption of corporate governance practice in emerging countries such as Romania and its impact on business performances of a company. We have developed two econometric models to assess the business performances of the companies listed on Bucharest Stock Exchange, in order to point out the impact of corporate governance on business performances. Our results are inconsistent for the period 2001–2011, but if we consider only 2011, the results document a positive correlation between corporate governance quality and market value of companies, such it is reflected by Tobin’s Q. Therefore, our results contribute to the studies relating corporate governance and business performances, as it confirms a positive relationship between the two variables which appears once the Romanian emerging economy has began to adopt the best corporate governance practices. Firstly, our research has important implications for managers in order to know that the adoption of the best corporate governance practices could contribute to the financial success of the firm. Secondly, the results are useful for any investor who needs to consider the quality of corporate governance as a good predictor for the best rate of return of theirs investments. Moreover, our findings have also implications on policy-makers and regulatory authorities in European developing countries and offer them a barometer of adopting the best corporate governance practices in European space.

scholarly journals Classical and modern concepts of corporate governance (Stewardship Theory and Agency Theory)

Management ◽  
2015 ◽  
Vol 19 (2) ◽  
pp. 84-92 ◽  
Author(s):  
Beata Glinkowska ◽  
Bogusław Kaczmarek
Keyword(s):  
Corporate Governance ◽  
Agency Theory ◽  
Supervisory Board ◽  
Stewardship Theory ◽  
Social Meaning ◽  
Modern Approach ◽  
Management Board ◽  
Governance Systems ◽  
Supervisory Boards ◽  
A Company

Summary The main issues in efficiency of a company as an organisation are relations between the Supervisory Board and the Management Board of a company, and the methods of functioning of Supervisory Boards in governance systems of a company. The classical and modern approach to the role, place, and importance of corporate governance presented in this article, is yet another prompt to continue searching for the optimum in the organisational, economical, and social meaning.

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