Fraud Governance and Good Practices Against Fraud

2021 ◽  
pp. 49-57
Author(s):  
Antonios Zairis
Keyword(s):  
Corporate Governance ◽  
Common Law ◽  
Corporate Misconduct ◽  
Good Practices ◽  
Legal Enforcement ◽  
Corporate Activity ◽  
Statutory Requirement ◽  
Response Plan ◽  
Corporate Actions ◽  
A Company

Corporate governance standards allow corporate actions to be in accordance with law. In recent years, allegations of corporate misconduct have raised questions about the prevailing norm of conformity. This chapter discusses the effect of law on corporate activity by comparing the provisions of law with the actual conduct of business in the market. In particular, it explores how such legislation causes a greater commitment of corporate entities to legal enforcement than others. The inference drawn is that the existing rule—an ambiguous common law or statutory requirement—usually has to do with corporate conduct that evades the requirement or underlying intent of the law or ignores it. In its fraud policy and fraud response plan, the strategy of a company to deal with fraud should be explicitly defined.

scholarly journals Transparency in corporate governance: Extent of directors duty to declare interest in company’s transactions

2015 ◽  
Vol 11 (1) ◽  
pp. 137-148 ◽  
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Corporate Governance ◽  
United Kingdom ◽  
Comparative Analysis ◽  
Common Law ◽  
Men And Women ◽  
Legal Personality ◽  
The Common ◽  
The Law ◽  
Important Position

The realization that the directors occupy important position in corporate governance, and as business men and women, cannot be prevented from having dealings with the company, demand a close scrutiny of corporate transactions in which they are directly or indirectly involved or have an interest to ensure that such interest is not placed above their duty to the company. One of the ways in which the law strives to achieve this balance is by imposing a duty on the director to disclose to the board any interest he has in company’s transactions. This requirement which was previously governed by the common law and the company’s articles, is presently increasingly finding a place in companies statutes in different jurisdictions. The paper examines, through a comparative analysis, the provisions on the duty of the director to disclose interest in company’s transactions in South Africa and United Kingdom with the aim of discovering the extent to which the statute in both jurisdictions upholds the common law prescriptions. The paper argues that the need for transparency in corporate governance and the preservation of the distinct legal personality of the company demand that the duty to disclose interest should be upheld even in those cases of companies run by a sole director.

scholarly journals The protection of environmental interests through corporate governance: A South African company law perspective

2015 ◽  
Vol 11 (2) ◽  
pp. 8-20
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Sustainable Development ◽  
Corporate Governance ◽  
South African ◽  
Common Law ◽  
Company Law ◽  
The Common ◽  
Corporate Administrators ◽  
Environmental Interests

The quest to maximize profits by corporate administrators usually leaves behind an unhealthy environment. This trend impacts negatively on long term interests of the company and retards societal sustainable development. While there are in South Africa pieces of legislation which are geared at protecting the environment, the Companies Act which is the principal legislation that regulates the operations of the company is silent on this matter. The paper argues that the common law responsibility of the directors to protect the interests of the company as presently codified by the Companies Act should be developed by the courts in South Africa, in the exercise of their powers under the Constitution, to include the interests of the environment. This would guarantee the enforcement of the environmental interests within the confines of the Companies Act as an issue of corporate governance.

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

Investor protection: effects of takeover convergence

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Jyoti Dixit ◽  
Poonam Singh ◽  
Arunima Haldar
Keyword(s):  
Corporate Governance ◽  
Common Law ◽  
Investor Protection ◽  
Critical Role ◽  
Emerging Economy ◽  
International Standards ◽  
Governance Mechanism ◽  
Content Type ◽  
Global Standards ◽  
Corporate Governance Mechanism

Purpose Takeovers play a critical role as an external corporate governance mechanism to ensure investor protection. There is a long-standing debate on whether the convergence of corporate governance to global standards can enable emerging economies to ensure investor protection. This paper aims to analyse the evolution of the takeover code, namely, Securities Exchange Board of India’s Substantial Acquisition of Shares and Takeovers (2011) in India from the lens of investor protection. It then compares the takeover provisions in India, the USA, the UK, Singapore and Australia to examine the extent of convergence and its implications for investor protection. Design/methodology/approach Using a cross-national comparative analysis of takeover mechanisms in common law countries, the study analyses the extent and relevance of convergence in form. The focus of the comparison is on regulations governing offer size, offer price, creeping acquisition and initial trigger limit for the mandatory open offer. Findings The findings suggest that certain provisions such as the initial trigger threshold for the mandatory offer and the offer prices of the Indian takeover code are converging with the standards in common law countries. However, the offer price determination based on market prices may not reflect true market value in an inefficient market like India. Other provisions such as creeping acquisition and offer size are not only diverging from the international standards but are also inconsistent with the key objective of investor protections of the Indian regulator. Research limitations/implications Indian takeover regulation needs to converge to higher global standards to ensure adherence to improved investor protection. This needs to be done for the initial trigger limit for mandatory bid and offer prices, after accounting for the differences in institutional structure. The Indian regulators need to revisit provisions on the initial trigger, creeping acquisition to converge to the broader principle of investor protection. Originality/value This technical paper provides a comprehensive depiction of takeover mechanisms in an emerging economy context as a means of investor protection. Further using a comparative lens, it analyses the relevance of convergence of takeover laws. Thus, advances the theoretical knowledge of limited extant work on external corporate governance mechanism in an emerging economy context.

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