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1. Which of the following, according to author, does not have an impact on effective corporate governance?
(A): Increased role and importance of independent directors
(B): Increased compensation to independent directors
(C): Not hiring audit firms for other services
(D): Stringent monitoring and control of related party transactions
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IIFT 2009 Question Paper
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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 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-> The second plan to have to examine is that of giving to each person what she deserves. Many people, especially those who are comfortably off, think this is what happens at present: that the industrious and sober and thrifty are never in want, and that poverty is due to idleness, improvidence, drinking, betting, dishonesty, and bad character generally. They can point to the fact that a labour whose character is bad finds it more difficult to get employment than one whose character is good; that a farmer or country gentleman who gambles and bets heavily, and mortgages his land to live wastefully and extravagantly, is soon reduced to poverty; and that a man of business who is lazy and does not attend to it becomes bankrupt. But this proves nothing that you cannot eat your cake and have it too; it does not prove that your share of the cake was a fair one. It shows that certain vices make us rich. People who are hard, grasping, selfish, cruel, and always ready to take advantage of their neighbours, become very rich if they are clever enough not to overreach themselves. On the other hand, people who are generous, public spirited, friendly, and not always thinking of the main chance, stay poor when they are born poor unless they have extraordinary talents. Also as things are today, some are born poor and others are born with silver spoons in their mouths: that is to say, they are divided into rich and poor before they are old enough to have any character at all. The notion that our present system distributes wealth according to merit, even roughly, may be dismissed at once as ridiculous. Everyone can see that it generally has the contrary effect; it makes a few idle people very rich, and a great many hardworking people very poor.On this, intelligent Lady, your first thought may be that if wealth is not distributed according to merit, it ought to be; and that we should at once set to work to alter our laws so that in future the good people shall be rich in proportion to their goodness and the bad people poor in proportion to their badness. There are several objections to this; but the very first one settles the question for good and all. It is, that the proposal is impossible and impractical. How are you going to measure anyone's merit in money? Choose any pair of human beings you like, male or female, and see whether you can decide how much each of them should have on her or his merits. If you live in the country, take the village blacksmith and the village clergyman, or the village washerwoman and the village schoolmistress, to begin with. At present, the clergyman often gets less pay than the blacksmith; it is only in some villages he gets more. But never mind what they get at present: you are trying whether you can set up a new order of things in which each will get what he deserves. You need not fix a sum of money for them: all you have to do is to settle the proportion between them. Is the blacksmith to have as much as the clergyman? Or twice as much as the clergyman? Or half as much as the clergyman? Or how much more or less? It is no use saying that one ought to have more the other less; you must be prepared to say exactly how much more or less in calculable proportion.Well, think it out. The clergyman has had a college education; but that is not any merit on his part: he owns it to his father; so you cannot allow him anything for that. But through it he is able to read the New Testament in Greek; so that he can do something the blacksmith cannot do. On the other hand, the blacksmith can make a horse-shoe, which the parson cannot. How many verses of the Greek Testament are worth one horse-shoe? You have only to ask the silly question to see that nobody can answer it.Since measuring their merits is no use, why not try to measure their faults? Suppose the blacksmith swears a good deal, and gets drunk occasionally! Everybody in the village knows this; but the parson has to keep his faults to himself. His wife knows them; but she will not tell you what they are if she knows that you intend to cut off some of his pay for them. You know that as he is only a mortal human being, he must have some faults; but you cannot find them out. However, suppose he has some faults he is a snob; that he cares more for sport and fashionable society than for religion! Does that make him as bad as the blacksmith, or twice as bad, or twice and quarter as bad, or only half as bad? In other words, if the blacksmith is to have a shilling, is the parson to have six pence, or five pence and one-third, or two shillings? Clearly these are fools' questions: the moment they bring us down from moral generalities to business particulars it becomes plain to every sensible person that no relation can be established between human qualities, good or bad, and sums of money, large or small.It may seem scandalous that a prize-fighter, for hitting another prize-fighter so hard at Wembley that he fell down and could not rise within ten seconds, received the same sum that was paid to the Archbishop of Canterbury for acting as Primate of the Church of England for nine months; but none of those who cry out against the scandal can express any better in money the difference between the two. Not one of the persons who think that the prize-fighter should get less than the Archbishop can say how much less. What the prize- fighter got for his six or seven months' boxing would pay a judge's salary for two years; and we all agree that nothing could be more ridiculous, and that any system of distributing wealth which leads to such absurdities must be wrong. But to suppose that it could be changed by any possible calculation that an ounce of archbishop of three ounces of judge is worth a pound of prize-fighter would be sillier still. You can find out how many candles are worth a pound of butter in the market on any particular day; but when you try to estimate the worth of human souls the utmost you can say is that they are all of equal value before the throne of God:And that will not help you in the least to settle how much money they should have. You must simply give it up, and admit that distributing money according to merit is beyond mortal measurement and judgement.Which of the following is not a vice attributed to the poor by the rich?
....
MCQ-> Read the following passage carefully and answer the questions given at the end. When Ratan Tata moved the Supreme Court, claiming his right to privacy had been violated, he called Harish Salve. The choice was not surprising. The former solicitor general had been topping the legal charts ever since he scripted a surprising win for Mukesh Ambani against his brother Anil. That dispute set the gold standard for legal fees. On Mukesh’s side were Salve, Rohinton Nariman, and Abhishek Manu Singhvi. The younger brother had an equally formidable line-up led by Ram Jethmalani and Mukul Rohatgi.The dispute dated back three-and-a-half years to when Anil filed case against his brother for reneging on an agreement to supply 28 million cubic metres of gas per day from its Krishna-Godavari basin fields at a rate of $ 2.34 for 17 years. The average legal fee was Rs. 25 lakh for a full day's appearance, not to mention the overnight stays at Mumbai's five-star suites, business class travel, and on occasion, use of the private jet. Little wonder though that Salve agreed to take on Tata’s case pro bono. He could afford philanthropy with one of India’s wealthiest tycoons.The lawyers’ fees alone, at a conservative estimate, must have cost the Ambanis at least Rs. 15 crore each. Both the brothers had booked their legal teams in the same hotel, first the Oberoi and, after the 26/ ll Mumbai attacks, the Trident. lt’s not the essentials as much as the frills that raise eyebrows. The veteran Jethmalani is surprisingly the most modest in his fees since he does not charge rates according to the strength of the client's purse. But as the crises have multiplied, lawyers‘fees have exploded.The 50 court hearings in the Haldia Petrochemicals vs. the West Bengal Government cost the former a total of Rs. 25 crore in lawyer fees and the 20 hearings in the Bombay Mill Case, which dragged on for three years, cost the mill owners almost Rs. 10 crore. Large corporate firms, which engage star counsels on behalf of the client, also need to know their quirks. For instance, Salve will only accept the first brief. He will never be the second counsel in a case. Some lawyers prefer to be paid partly in cash but the best are content with cheques. Some expect the client not to blink while picking up a dinner tab of Rs. 1.75 lakh at a Chennai five star. A lawyer is known to carry his home linen and curtains with him while travelling on work. A firm may even have to pick up a hot Vertu phone of the moment or a Jaeger-LeCoutre watch of the hour to keep a lawyer in good humour.Some are even paid to not appear at all for the other side - Aryama Sundaram was retained by Anil Ambani in the gas feud but he did not fight the case. Or take Raytheon when it was fighting the Jindals. Raytheon had paid seven top lawyers a retainer fee of Rs. 2.5 lakh each just to ensure that the Jindals would not be able to make a proper case on a taxation issue. They miscalculated when a star lawyer fought the case at the last minute. “I don’t take negative retainers”, shrugs Rohatgi, former additional solicitor general. “A Lawyer’s job is to appear for any client that comes to him. lt’s not for the lawyers to judge if a client is good or bad but the court”. Indeed. He is, after all, the lawyer who argued so famously in court that B. Ramalinga Raju did not ‘fudge any account in the Satyam Case. All he did was “window dressing”.Some high profile cases have continued for years, providing a steady source of income, from the Scindia succession battle which dates to 1989, to the JetLite Sahara battle now in taxation arbitration to the BCCI which is currently in litigation with Lalit Modi, Rajasthan Royals and Kings XI Punjab.Think of the large law firms as the big Hollywood studios and the senior counsel as the superstar. There are a few familiar faces to be found in most of the big ticket cases, whether it is the Ambani gas case, Vodafone taxation or Bombay Mills case. Explains Salve, “There is a reason why we have more than one senior advocate on a case. When you're arguing, he’s reading the court. He picks up a point or a vibe that you may have missed.” Says Rajan Karanjawala, whose firm has prepared the briefs for cases ranging from the Tata's recent right to privacy case to Karisma Kapoor’s divorce, “The four jewels in the crown today are Salve, Rohatgi, Rohinton Nariman and Singhvi. They have replaced the old guard of Fali Nariman, Soli Sorabjee, Ashok Desai and K.K. Venugopal.” He adds, “The one person who defies the generational gap is Jethmalani who was India's leading criminal lawyer in the 1960s and is so today.”The demand for superstar lawyers has far outstripped the supply. So a one-man show by, say, Rohatgi can run up billings of Rs. 40 crore, the same as a mid-sized corporate law firm like Titus and Co that employs 28 juniors. The big law filik such as AZB or Amarchand & Mangaldas or Luthra & Luthra have to do all the groundwork for the counsel, from humouring the clerk to ensure the A-lister turns up on the hearing day to sourcing appropriate foreign judgments in emerging areas such as environmental and patent laws. “We are partners in this. There are so few lawyers and so many matters,” points out Diljeet Titus.As the trust between individuals has broken down, governments have questioned corporates and corporates are questioning each other, and an array of new issues has come up. The courts have become stronger. “The lawyer,” says Sundaram, with the flourish that has seen him pick up many Dhurandhares and Senakas at pricey art auctions, “has emerged as the modern day purohit.” Each purohit is head priest of a particular style. Says Karanjawala, “Harish is the closest example in today's bar to Fali Nariman; Rohinton has the best law library in his brain; Mukul is easily India's busiest lawyer while Manu Singhvi is the greatest multi-tasker.” Salve has managed a fine balancing act where he has represented Mulayam Singh Yadav and Mayawati, Parkash Singh Badal and Amarinder Singh, Lalit Modi and Subhash Chandra and even the Ambani brothers, of course in different cases. Jethmalani is the man to call for anyone in trouble. In judicial circles he is known as the first resort for the last resort. Even Jethmalani’s junior Satish Maneshinde, who came to Mumbai in I993 as a penniless law graduate from Karnataka, shot to fame (and wealth) after he got bail for Sanjay Dutt in 1996. Now he owns a plush office in Worli and has become a one-stop shop for celebrities in trouble.Which of the following is not true about Ram Jethmalani?
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MCQ-> Read the following passage to answer the given question Some words have been printed in bold to help you to locate them while answering some of the questions. We tend to be harsh on our bureaucracy,but nowhere do citizens enjoy dealing with their government. They do it because they have to. But that doesn’t mean that the experience has to be
dismal
. Now there is a new wind blowing through government departments around the world, which could takes some of the pain away. In the next five years it may well transform not only the way public services are delivered but also the fundamental relationship between government and citizens. Not surprisingly, it is the Internet that is behind it. After e-commerce and e-business the next revolution may be e-governance. Examples
abound
. The municipality of Phoenix, Arizona, allows its citizens to renew their car registrations, pay traffic fines, replace lost identity cards etc. online without having to stand in endless queues in a grubby municipal office. The municipality is happy because it saves $5 a transaction it costs only $1.60 to do it across the counter. In Chile people routinely submit their income tax returns over the Internet Which has increased transparency, drastically reduced the time taken and the number of errors and litigation with the tax department. Both taxpayers and the revenue department are happier. The furthest ahead not surprisingly is the small, rich and entrepreneurial civil service of singapore which allows citizens to do more functions online than any other As in many private companies the purchasing and buying of Singapore’s government departments is now on the Web and cost benefits come through more competitive bidding easy access to global suppliers and time saved by online processing of orders. They can
post
their catalogues on their sites, bid for contracts submit in voices and check their payments status over the Net. The most useful idea for Indians municipalities is Gov Works a private sector site that collects local taxes fines and utility bills for 3,600 municipalities across the United States. It is citizen's site which provides information on government jobs, tenders, etc .The most ambitious is the British government, which has targeted to convert 100 per cent of its transactions with its citizens to the Internet by 2005. Cynics in India will say, 'Oh, e-government will never work in India. We are so poor and we dont have computers but they are wrong. There are many experiments afoot in India as well Citizens in Andhra Pradesh can download government forms and applications on the net without having bribe clerks.In many district land records are online and this had created transparency Similary, in Dhar district to Madhya Pradesh villagers have begun to file applications for land transfers and follow their progress on the net. In seventy village in the Kolhapur and Sangli districts in Maharashtra Internet booths have come up where farmers daily check the markets rates of agricultural commodities in Marathi along with data on agriculture schemes information on crop technology. When to spray and plant the crops and buds and railway timetables. They also find vocational guidance on jobs, applications for ration cards kerosene/gas burners and land records extracts with details of landownership. Sam pitroda’s World Tel, Reliance Industries and the Tamil Nadu government are jointly laying 3,000 km of optic fibre cables to create a, Tamil Network which will offers ration cards schools college and hospital admission forms land records and pension records. If successful World Tel will expand the network to Gujarat, Karnataka and West Bengal. In kerala all the villages are getting linked online to the district headquarters allowing citizens to compare the development properties of their village with other villagers in the state. Many are still skeptical of the real impact because so few Indians have computers. The answer lies in interactive cable T.V and in Internet kiosks, Although India has only five million computers and thirty-eight million telephones it has thirty four million homes with cable TV and these are growing eight percent a year By 2005 most cable homes will have access to the Internet from many of the 700,000 local STD/PCO booths. Internet usage may be low today, but it is bound to grow rapidly in the future, and e-government in India may not be a dream.According to the passage which country has the most ambitious plan for e-governance ?
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