1. Securities and Exchange Board of India (SEBI) has set up a committee to helpimprove corporate governance of listed companies, the committee, headed by

Answer: Uday Kotak

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QA->Securities and Exchange Board of India (SEBI) has set up a committee to helpimprove corporate governance of listed companies, the committee, headed by....
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MCQ-> Read carefully the four passages that follow and answer the questions given at the end of each passage:PASSAGE I The most important task is revitalizing the institution of independent directors. The independent directors of a company should be faithful fiduciaries protecting, the long-term interests of shareholders while ensuring fairness to employees, investor, customer, regulators, the government of the land and society. Unfortunately, very often, directors are chosen based of friendship and, sadly, pliability. Today, unfortunately, in the majority of cases, independence is only true on paper.The need of the hour is to strengthen the independence of the board. We have to put in place stringent standards for the independence of directors. The board should adopt global standards for director-independence, and should disclose how each independent director meets these standards. It is desirable to have a comprehensive report showing the names of the company employees of fellow board members who are related to each director on the board. This report should accompany the annual report of all listed companies. Another important step is to regularly assess the board members for performance. The assessment should focus on issues like competence, preparation, participation and contribution. Ideally, this evaluation should be performed by a third party. Underperforming directors should be allowed to leave at the end of their term in a gentle manner so that they do not lose face. Rather than being the rubber stamp of a company’s management policies, the board should become a true active partner of the management. For this, independent directors should be trained in their in their in roles and responsibilities. Independent directors should be trained on the business model and risk model of the company, on the governance practices, and the responsibilities of various committees of the board of the company. The board members should interact frequently with executives to understand operational issues. As part of the board meeting agenda, the independent directors should have a meeting among themselves without the management being present. The independent board members should periodically review the performance of the company’s CEO, the internal directors and the senior management. This has to be based on clearly defined objective criteria, and these criteria should be known to the CEO and other executive directors well before the start of the evolution period. Moreover, there should be a clearly laid down procedure for communicating the board’s review to the CEO and his/her team of executive directors. Managerial remuneration should be based on such reviews. Additionally, senior management compensation should be determined by the board in a manner that is fair to all stakeholders. We have to look at three important criteria in deciding managerial remuneration-fairness accountability and transparency. Fairness of compensation is determined by how employees and investors react to the compensation of the CEO. Accountability is enhanced by splitting the total compensation into a small fixed component and a large variable component. In other words, the CEO, other executive directors and the senior management should rise or fall with the fortunes of the company. The variable component should be linked to achieving the long-term objectives of the firm. Senior management compensation should be reviewed by the compensation committee of the board consisting of only the independent directors. This should be approved by the shareholders. It is important that no member of the internal management has a say in the compensation of the CEO, the internal board members or the senior management. The SEBI regulations and the CII code of conduct have been very helpful in enhancing the level of accountability of independent directors. The independent directors should decide voluntarily how they want to contribute to the company. Their performance should decide voluntarily how they want to contribute to the company. Their performance should be appraised through a peer evaluation process. Ideally, the compensation committee should decide on the compensation of each independent director based on such a performance appraisal. Auditing is another major area that needs reforms for effective corporate governance. An audit is the Independent examination of financial transactions of any entity to provide assurance to shareholder and other stakeholders that the financial statements are free of material misstatement. Auditors are qualified professionals appointed by the shareholders to report on the reliability of financial statements prepared by the management. Financial markets look to the auditor’s report for an independent opinion on the financial and risk situation of a company. We have to separate such auditing form other services. For a truly independent opinion, the auditing firm should not provide services that are perceived to be materially in conflict with the role of the auditor. These include investigations, consulting advice, sub contraction of operational activities normally undertaken by the management, due diligence on potential acquisitions or investments, advice on deal structuring, designing/implementing IT systems, bookkeeping, valuations and executive recruitment. Any departure from this practice should be approved by the audit committee in advance. Further, information on any such exceptions must be disclosed in the company’s quarterly and annual reports. To ensure the integrity of the audit team, it is desirable to rotate auditor partners. The lead audit partner and the audit partner responsible for reviewing a company’s audit must be rotated at least once every three to five years. This eliminates the possibility of the lead auditor and the company management getting into the kind of close, cozy relationship that results in lower objectivity in audit opinions. Further, a registered auditor should not audit a chief accounting office was associated with the auditing firm. It is best that members of the audit teams are prohibited from taking up employment in the audited corporations for at least a year after they have stopped being members of the audit team.A competent audit committee is essential to effectively oversee the financial accounting and reporting process. Hence, each member of the audit committee must be ‘financially literate’, further, at least one member of the audit committee, preferably the chairman, should be a financial expert-a person who has an understanding of financial statements and accounting rules, and has experience in auditing. The audit committee should establish procedures for the treatment of complaints received through anonymous submission by employees and whistleblowers. These complaints may be regarding questionable accounting or auditing issues, any harassment to an employee or any unethical practice in the company. The whistleblowers must be protected. Any related-party transaction should require prior approval by the audit committee, the full board and the shareholders if it is material. Related parties are those that are able to control or exercise significant influence. These include; parent- subsidiary relationships; entities under common control; individuals who, through ownership, have significant influence over the enterprise and close members of their families; and dey management personnel.Accounting standards provide a framework for preparation and presentation of financial statements and assist auditors in forming an opinion on the financial statements. However, today, accounting standards are issued by bodies comprising primarily of accountants. Therefore, accounting standards do not always keep pace with changes in the business environment. Hence, the accounting standards-setting body should include members drawn from the industry, the profession and regulatory bodies. This body should be independently funded. Currently, an independent oversight of the accounting profession does not exist. Hence, an independent body should be constituted to oversee the functioning of auditors for Independence, the quality of audit and professional competence. This body should comprise a "majority of non- practicing accountants to ensure independent oversight. To avoid any bias, the chairman of this body should not have practiced as an accountant during the preceding five years. Auditors of all public companies must register with this body. It should enforce compliance with the laws by auditors and should mandate that auditors must maintain audit working papers for at least seven years.To ensure the materiality of information, the CEO and CFO of the company should certify annual and quarterly reports. They should certify that the information in the reports fairly presents the financial condition and results of operations of the company, and that all material facts have been disclosed. Further, CEOs and CFOs should certify that they have established internal controls to ensure that all information relating to the operations of the company is freely available to the auditors and the audit committee. They should also certify that they have evaluated the effectiveness of these controls within ninety days prior to the report. False certifications by the CEO and CFO should be subject to significant criminal penalties (fines and imprisonment, if willful and knowing). If a company is required to restate its reports due to material non-compliance with the laws, the CEO and CFO must face severe punishment including loss of job and forfeiting bonuses or equity-based compensation received during the twelve months following the filing.The problem with the independent directors has been that: I. Their selection has been based upon their compatibility with the company management II. There has been lack of proper training and development to improve their skill set III. Their independent views have often come in conflict with the views of company management. This has hindered the company’s decision-making process IV. Stringent standards for independent directors have been lacking...
MCQ-> Read the following passage carefully and answer the questions given. Certain words have been given in bold to help you locate them while answering some of the questions.We are told that economy is growing and that such growth benefits all of us. However, what you see is not what you always get. Most people are experiencing declining economic security in response to the problems of the global system, many communities have turned to Local Exchange Systems (LESs) to help regain some control over their economic situations.Local exchange systems come in many forms. They often involve the creation of a local currency, or a system of bartering labour, or trading of agricultural products as a means of supporting the region in which they are traded. Such a system helps preserve the viability of local economies.Local currencies allow communities to diversify their economies, reinvest resources back into their region and reduce dependence on the highly concentrated and unstable global economy. Each local currency system serves as an exchange bank for skills and resources that Individuals in the community are willing to trade. Whether in the form of paper money, service credits, or other units, a local currency facilitates the exchange of services and resources among the members of a community.By providing incentives for local trade, communities help their small businesses and reduce underemployment by providing the jobs within the community. In addition, the local exchange of food and seeds promotes environmental conservation and community food security. Local food production reduces wasteful transportation and promotes self-reliance and genetic diversity. Each transaction within a local exchange system strengthens the community fabric as neighbours interact and meet one another.There are over 1,000 local change programs worldwide more than 30 local paper currencies in North America and at least 800 Local Exchange Trading Systems (LETS) throughout Europe. New Zealand and Australia Local Exchange Systems vary and evolve in accordance with the needs and circumstances of the local area. This diversity is critical to the success of the local currencies. For instance, a bank in rural Massachusetts refused to lend a fanner the money needed to make it through the winter. In response, the farmer decided to print his own money Berkshire Farm Preserve Notes. In winter, customers buy the notes for $9 and they may redeem them in the summer for $10 worth of vegetables. The system enabled the community to help a farm family after being abandoned by the centralised monetary system. As small family farms continue to disappear at an alarming rate, local currencies provide tools for communities to bind together, support their local food growers and maintain their local food suppliers.Local Exchange Systems are not limited to developed countries.Rural areas of Asia, Latin America and Africa have offered some of the most effective and important programs, by adopting agriculture-based systems of exchange rather than monetary ones. In order to preserve genetic diversity, economic security and avoid dependence on industrial seed and chemical companies, many villages have developed seed saving exchange banks. For example, the village women in Ladakh have begun to collect and exchange rare seeds selected for their ability to grow in a harsh mountain climate. This exchange system protects agriculture diversity while promoting self-reliance. There is no one blueprint for a local exchange system, which is exactly why they are successful vehicles for localisation and sustainability. They promote local economic diversity and regional self-reliance while responding to a region’s specific needs. Local exchange systems play a pivotal role in creating models for sustainable societies. They are an effective educational tool, raising awareness about the global financial system and local economic matters. Local exchange systems also demonstrate that tangible, creative solutions exist and that communities can empower themselves to address global problems.Which of the following is same in meaning as the word ‘LIMITED TO’ as used in the passage?
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MCQ->A premier B-school, which is in process of getting an AACSB accreditation, has 360 second year students. To incorporate sustainability into their curriculum, it has offered 3 new elective subjects in the second year namely Green Supply Chain, Global Climate Change & Business and Corporate Governance. Twelve students have taken all the three electives, and 120 students have taken Green Supply Chain. There are twice as many students who study Green Supply Chain and Corporate Governance but not Global Climate Change & Business, as those who study both Green Supply Chain and Global Climate Change & Business but not the Corporate Governance, and 4 times as many who study all the three. 124 students.study Corporate Governance. There are 72 students who could not muster up the courage to take up any of these subjects. The group of students who study both Green Supply Chain and Corporate Governance but not Global Climate Change & Business is exactly the same as the group made up of the students who study both Global Climate Change & Business and Corporate governance. How many students study Global Climate Change & Business only?...
MCQ-> Read the following passage carefully and answer the questions given at the end.Passage 4Public sector banks (PSBs) are pulling back on credit disbursement to lower rated companies, as they keep a closer watch on using their own scarce capital and the banking regulator heightens its scrutiny on loans being sanctioned. Bankers say the Reserve Bank of India has started strictly monitoring how banks are utilizing their capital. Any big-ticket loan to lower rated companies is being questioned. Almost all large public sector banks that reported their first quarter results so far have showed a contraction in credit disbursal on a year-to-date basis, as most banks have shifted to a strategy of lending largely to government-owned "Navratna" companies and highly rated private sector companies. On a sequential basis too, banks have grown their loan book at an anaemic rate.To be sure, in the first quarter, loan demand is not quite robust. However, in the first quarter last year, banks had healthier loan growth on a sequential basis than this year. The country's largest lender State Bank of India grew its loan book at only 1.21% quarter-on-quarter. Meanwhile, Bank of Baroda and Punjab National Bank shrank their loan book by 1.97% and 0.66% respectively in the first quarter on a sequential basis.Last year, State Bank of India had seen sequential loan growth of 3.37%, while Bank of Baroda had seen a smaller contraction of 0.22%. Punjab National Bank had seen a growth of 0.46% in loan book between the January-March and April-June quarters last year. On a year-to-date basis, SBI's credit growth fell more than 2%, Bank of Baroda's credit growth contracted 4.71% and Bank of India's credit growth shrank about 3%. SBI chief Arundhati Bhattacharya said the bank's year-to-date credit growth fell as the bank focused on ‘A’ rated customers. About 90% of the loans in the quarter were given to high-rated companies. "Part of this was a conscious decision and part of it is because we actually did not get good fresh proposals in the quarter," Bhattacharya said.According to bankers, while part of the credit contraction is due to the economic slowdown, capital constraints and reluctance to take on excessive risk has also played a role. "Most of the PSU banks are facing pressure on capital adequacy. It is challenging to maintain 9% core capital adequacy. The pressure on monitoring capital adequacy and maintaining capital buffer is so strict that you cannot grow aggressively," said Rupa Rege Nitsure, chief economist at Bank of Baroda.Nitsure said capital conservation pressures will substantially cut down "irrational expansion of loans" in some smaller banks, which used to grow at a rate much higher than the industry average. The companies coming to banks, in turn, will have to make themselves more creditworthy for banks to lend. "The conservation of capital is going to inculcate a lot of discipline in both banks and borrowers," she said.For every loan that a bank disburses, some amount of money is required to be set aside as provision. Lower the credit rating of the company, riskier the loan is perceived to be. Thus, the bank is required to set aside more capital for a lower rated company than what it otherwise would do for a higher rated client. New international accounting norms, known as Basel III norms, require banks to maintain higher capital and higher liquidity. They also require a bank to set aside "buffer" capital to meet contingencies. As per the norms, a bank's total capital adequacy ratio should be 12% at any time, in which tier-I, or the core capital, should be at 9%. Capital adequacy is calculated by dividing total capital by risk-weighted assets. If the loans have been given to lower rated companies, risk weight goes up and capital adequacy falls.According to bankers, all loan decisions are now being assessed on the basis of the capital that needs to be set aside as provision against the loan and as a result, loans to lower rated companies are being avoided. According to a senior banker with a public sector bank, the capital adequacy situation is so precarious in some banks that if the risk weight increases a few basis points, the proposal gets cancelled. The banker did not wish to be named. One basis point is one hundredth of a percentage point. Bankers add that the Reserve Bank of India has also started strictly monitoring how banks are utilising their capital. Any big-ticket loan to lower rated companies is being questioned.In this scenario, banks are looking for safe bets, even if it means that profitability is being compromised. "About 25% of our loans this quarter was given to Navratna companies, who pay at base rate. This resulted in contraction of our net interest margin (NIM)," said Bank of India chairperson V.R. Iyer, while discussing the bank's first quarter results with the media. Bank of India's NIM, or the difference between yields on advances and cost of deposits, a key gauge of profitability, fell in the first quarter to 2.45% from 3.07% a year ago, as the bank focused on lending to highly rated customers.Analysts, however, say the strategy being followed by banks is short-sighted. "A high rated client will take loans at base rate and will not give any fee income to a bank. A bank will never be profitable that way. Besides, there are only so many PSU companies to chase. All banks cannot be chasing them all at a time. Fact is, the banks are badly hit by NPA and are afraid to lend now to big projects. They need capital, true, but they have become risk-averse," said a senior analyst with a local brokerage who did not wish to be named.Various estimates suggest that Indian banks would require more than Rs. 2 trillion of additional capital to have this kind of capital adequacy ratio by 2019. The central government, which owns the majority share of these banks, has been cutting down on its commitment to recapitalize the banks. In 2013-14, the government infused Rs. 14,000 crore in its banks. However, in 2014-15, the government will infuse just Rs. 11,200 crore.Which of the following statements is correct according to the passage?
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MCQ-> Read the following passage carefully and answer the questions given below it. Certain words/phrases are given in bold to help you locate them while answering some of the questions. Core competencies and focus are now the mantras of corporate strategists in Western economies. But while managers in the West have dismantled many conglomerates assembled in the 1960s and 1970s, the large, diversified business group remains the dominant form of enterprise throughout most emerging markets. Some groups operate as holding companies with full ownership in many enterprises, others are collections of publicly traded companies, but all have some degree of central control. As emerging markets open up to global competition, consultants and foreign investors are increasingly pressuring these groups to conform to Western practice by scaling back the scope of their business activities. The conglomer-, ate is the dinosaur of organizational design, they argue, too unwieldy and slow to compete in today’s fast-paced markets. Already a number of executives have decided to break up their groups in order to show that they are focusing on only a few core businesses. There are reasons to worry about this trend. Focus is good advice in New York or London, but something important gets lost in translation when that advice is given to groups in emerging markets. Western companies take for granted a range of institutions that support their business activities, but many of these institutions are absent in other regions of the world. Without effective securities regulation and venture capital firms, for example, focused companies may be unable to raise adequate financing; and without strong educational institutions, they will struggle to hire skilled employees. Communicating with customers is difficult when the local infrastructure is poor, and unpredictable government behavior can stymie any operation. Although a focused strategy may enable a company to perform a few activities well, companies in emerging markets must take responsibility for a wide range of functions in order to do business effectively. In the case of product markets, buyers and sellers usually suffer from a severe dearth of information for three reasons. First, the communications infrastructure in emerging markets is often underdeveloped. Even as wireless communication spreads throughout the West, vast stretches in countries such as China and India remain without telephones. Power shortages often render the modes of communication that do exist ineffective. The postal service is typically inefficient, slow, or unreliable; and the private sector rarely provides efficient courier services. High rates of illiteracy make it difficult for marketers to communicate effectively with customers. Second, even when information about products does get around, there are no mechanisms to corroborate the claims made by sellers. Independent consumer-information organizations are rare, and government watchdog agencies are of little use. The few analysts who rate products are generally less sophisticated than their counterparts in advanced economies. Third, consumers have no redress mechanisms if a product does not deliver on its promise. Law enforcement is often capricious and so slow that few who assign any value to time would resort to it. Unlike in advanced markets, there are few extrajudicial arbitration mechanisms to which one can appeal. As a result of this lack of information, companies in emerging markets face much higher costs in building credible brands than their counterparts in advanced economies. In turn, established brands wield tremendous power. A conglomerate with a reputation for quality products and services can use its group name to enter new businesses, even if those businesses are completely unrelated to its current lines. Groups also have an advantage when they do try to build up a brand because they can spread the cost of maintaining it across multiple lines of business. Such groups then have a greater incentive not to damage brand quality in any one business because they will pay the price in their other businesses as well.Which of the following sentence(s) is/are correct in the context of the given passage ? I. Consultants and foreign investors argue that the conglomerate is the dinosaur of organisational design too unvvieldly and slow to compete in today’s fast-paced markets. II. Core competencies and focus are now the mantras of corporate strategists in western economies. III. Due to lack of information required, companies in emerging markets face much higher costs in building credible brands in comparison to their counterparts in advanced economies....
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