F-Test

An F-test is any statistical test in which the test statistic has an F-distribution under the null hypothesis. It is most often used when comparing statistical models that have been fitted to a data set, in order to identify the model that best fits the population from which the data were sampled. Exact “F-tests” mainly arise when the models have been fitted to the data using least squares. The name was coined by George W. Snedecor, in honour of Sir Ronald A. Fisher. Fisher initially developed the statistic as the variance ratio in the 1920s.

Formula and calculation

Most F-tests arise by considering a decomposition of the variability in a collection of data in terms of sums of squares. The test statistic in an F-test is the ratio of two scaled sums of squares reflecting different sources of variability. These sums of squares are constructed so that the statistic tends to be greater when the null hypothesis is not true. In order for the statistic to follow the F-distribution under the null hypothesis, the sums of squares should be statistically independent, and each should follow a scaled χ²-distribution. The latter condition is guaranteed if the data values are independent and normally distributed with a common variance.

Common examples of the use of F-tests include the study of the following cases:

  • The hypothesis that the means of a given set of normally distributed populations, all having the same standard deviation, are equal. This is perhaps the best-known F-test, and plays an important role in the analysis of variance (ANOVA).
  • The hypothesis that a proposed regression model fits the data well. See Lack-of-fit sum of squares.
  • The hypothesis that a data set in a regression analysis follows the simpler of two proposed linear models that are nested within each other.

Assumptions

Several assumptions are made for the test. Your population must be approximately normally distributed (i.e. fit the shape of a bell curve) in order to use the test. Plus, the samples must be independent events. In addition, you’ll want to bear in mind a few important points:

  • The larger variance should always go in the numerator (the top number) to force the test into a right-tailed test. Right-tailed tests are easier to calculate.
  • For two-tailed tests, divide alpha by 2 before finding the right critical value.
  • If you are given standard deviations, they must be squared to get the variances.
  • If your degrees of freedom aren’t listed in the F Table, use the larger critical value. This helps to avoid the possibility of Type I errors.

F Test to Compare Two Variances

A Statistical F Test uses an F Statistic to compare two variances, s1 and s2, by dividing them. The result is always a positive number (because variances are always positive). The equation for comparing two variances with the f-test is:

F = S^2 1 / s^2 2

If the variances are equal, the ratio of the variances will equal 1. For example, if you had two data sets with a sample 1 (variance of 10) and a sample 2 (variance of 10), the ratio would be 10/10 = 1.

Chi Square Test

A chi-squared test, also written as χ2 test, is a statistical hypothesis test that is valid to perform when the test statistic is chi-squared distributed under the null hypothesis, specifically Pearson’s chi-squared test and variants thereof. Pearson’s chi-squared test is used to determine whether there is a statistically significant difference between the expected frequencies and the observed frequencies in one or more categories of a contingency table.

In the standard applications of this test, the observations are classified into mutually exclusive classes. If the null hypothesis that there are no differences between the classes in the population is true, the test statistic computed from the observations follows a χ2 frequency distribution. The purpose of the test is to evaluate how likely the observed frequencies would be assuming the null hypothesis is true.

Test statistics that follow a χ2 distribution occur when the observations are independent and normally distributed, which are assumptions often justified under the central limit theorem. There are also χ2 tests for testing the null hypothesis of independence of a pair of random variables based on observations of the pairs.

Chi-squared tests often refers to tests for which the distribution of the test statistic approaches the χ2 distribution asymptotically, meaning that the sampling distribution (if the null hypothesis is true) of the test statistic approximates a chi-squared distribution more and more closely as sample sizes increase.

There are two types of chi-square tests. Both use the chi-square statistic and distribution for different purposes:

  • A chi-square goodness of fit test determines if sample data matches a population. For more details on this type, see: Goodness of Fit Test.
  • A chi-square test for independence compares two variables in a contingency table to see if they are related. In a more general sense, it tests to see whether distributions of categorical variables differ from each another.
  • A very small chi square test statistic means that your observed data fits your expected data extremely well. In other words, there is a relationship.
  • A very large chi square test statistic means that the data does not fit very well. In other words, there isn’t a relationship.

The formula for the chi-square statistic used in the chi square test is:

Fig:

The subscript “c” is the degrees of freedom. “O” is your observed value and E is your expected value. It’s very rare that you’ll want to actually use this formula to find a critical chi-square value by hand. The summation symbol means that you’ll have to perform a calculation for every single data item in your data set. As you can probably imagine, the calculations can get very, very, lengthy and tedious. Instead, you’ll probably want to use technology:

T-Test

Essentially, a t-test allows us to compare the average values of the two data sets and determine if they came from the same population. In the above examples, if we were to take a sample of students from class A and another sample of students from class B, we would not expect them to have exactly the same mean and standard deviation. Similarly, samples taken from the placebo-fed control group and those taken from the drug prescribed group should have a slightly different mean and standard deviation.

A t-test is a type of inferential statistic used to determine if there is a significant difference between the means of two groups, which may be related in certain features. It is mostly used when the data sets, like the data set recorded as the outcome from flipping a coin 100 times, would follow a normal distribution and may have unknown variances. A t-test is used as a hypothesis testing tool, which allows testing of an assumption applicable to a population.

A t-test looks at the t-statistic, the t-distribution values, and the degrees of freedom to determine the statistical significance. To conduct a test with three or more means, one must use an analysis of variance.

Mathematically, the t-test takes a sample from each of the two sets and establishes the problem statement by assuming a null hypothesis that the two means are equal. Based on the applicable formulas, certain values are calculated and compared against the standard values, and the assumed null hypothesis is accepted or rejected accordingly.

If the null hypothesis qualifies to be rejected, it indicates that data readings are strong and are probably not due to chance. The t-test is just one of many tests used for this purpose. Statisticians must additionally use tests other than the t-test to examine more variables and tests with larger sample sizes. For a large sample size, statisticians use a z-test. Other testing options include the chi-square test and the f-test.

T-Test Assumptions

  • The first assumption made regarding t-tests concerns the scale of measurement. The assumption for a t-test is that the scale of measurement applied to the data collected follows a continuous or ordinal scale, such as the scores for an IQ test.
  • The second assumption made is that of a simple random sample, that the data is collected from a representative, randomly selected portion of the total population.
  • The third assumption is the data, when plotted, results in a normal distribution, bell-shaped distribution curve.
  • The final assumption is the homogeneity of variance. Homogeneous, or equal, variance exists when the standard deviations of samples are approximately equal.

Calculating T-Tests

Calculating a t-test requires three key data values. They include the difference between the mean values from each data set (called the mean difference), the standard deviation of each group, and the number of data values of each group.

The outcome of the t-test produces the t-value. This calculated t-value is then compared against a value obtained from a critical value table (called the T-Distribution Table). This comparison helps to determine the effect of chance alone on the difference, and whether the difference is outside that chance range. The t-test questions whether the difference between the groups represents a true difference in the study or if it is possibly a meaningless random difference.

T-Distribution Tables

The T-Distribution Table is available in one-tail and two-tails formats. The former is used for assessing cases which have a fixed value or range with a clear direction (positive or negative). For instance, what is the probability of output value remaining below -3, or getting more than seven when rolling a pair of dice? The latter is used for range bound analysis, such as asking if the coordinates fall between -2 and +2.

The t-test produces two values as its output: t-value and degrees of freedom. The t-value is a ratio of the difference between the mean of the two sample sets and the variation that exists within the sample sets. While the numerator value (the difference between the mean of the two sample sets) is straightforward to calculate, the denominator (the variation that exists within the sample sets) can become a bit complicated depending upon the type of data values involved. The denominator of the ratio is a measurement of the dispersion or variability. Higher values of the t-value, also called t-score, indicate that a large difference exists between the two sample sets. The smaller the t-value, the more similarity exists between the two sample sets.

  • A large t-score indicates that the groups are different.
  • A small t-score indicates that the groups are similar.

Degrees of freedom refers to the values in a study that has the freedom to vary and are essential for assessing the importance and the validity of the null hypothesis. Computation of these values usually depends upon the number of data records available in the sample set.

Correlated (or Paired) T-Test

The correlated t-test is performed when the samples typically consist of matched pairs of similar units, or when there are cases of repeated measures. For example, there may be instances of the same patients being tested repeatedly before and after receiving a particular treatment. In such cases, each patient is being used as a control sample against themselves.

This method also applies to cases where the samples are related in some manner or have matching characteristics, like a comparative analysis involving children, parents or siblings. Correlated or paired t-tests are of a dependent type, as these involve cases where the two sets of samples are related.

The formula for computing the t-value and degrees of freedom for a paired t-test is:

T = (Mean1-Mean2)

         s(diff)/√n

  • mean1 and mean2=The average values of each of the sample sets
  • s(diff)=The standard deviation of the differences of the paired data values
  • n=The sample size (the number of paired differences)
  • n−1=The degrees of freedom​

Anova (One-Way Anova, Two-Way Anova)

An ANOVA test is a way to find out if survey or experiment results are significant. In other words, they help you to figure out if you need to reject the null hypothesis or accept the alternate hypothesis.

Basically, you’re testing groups to see if there’s a difference between them. Examples of when you might want to test different groups:

  • A group of psychiatric patients are trying three different therapies: counseling, medication and biofeedback. You want to see if one therapy is better than the others.
  • A manufacturer has two different processes to make light bulbs. They want to know if one process is better than the other.
  • Students from different colleges take the same exam. You want to see if one college outperforms the other.

Types of Tests

There are two main types: one-way and two-way. Two-way tests can be with or without replication.

  • One-way ANOVA between groups: used when you want to test two groups to see if there’s a difference between them.
  • Two way ANOVA without replication: used when you have one group and you’re double-testing that same group. For example, you’re testing one set of individuals before and after they take a medication to see if it works or not.
  • Two way ANOVA with replication: Two groups, and the members of those groups are doing more than one thing. For example, two groups of patients from different hospitals trying two different therapies.

One Way ANOVA

A one way ANOVA is used to compare two means from two independent (unrelated) groups using the F-distribution. The null hypothesis for the test is that the two means are equal. Therefore, a significant result means that the two means are unequal.

Examples of when to use a one way ANOVA

Situation 1: You have a group of individuals randomly split into smaller groups and completing different tasks. For example, you might be studying the effects of tea on weight loss and form three groups: green tea, black tea, and no tea.

Situation 2: Similar to situation 1, but in this case the individuals are split into groups based on an attribute they possess. For example, you might be studying leg strength of people according to weight. You could split participants into weight categories (obese, overweight and normal) and measure their leg strength on a weight machine.

Limitations of the One Way ANOVA

A one way ANOVA will tell you that at least two groups were different from each other. But it won’t tell you which groups were different. If your test returns a significant f-statistic, you may need to run an ad hoc test (like the Least Significant Difference test) to tell you exactly which groups had a difference in means.

Two Way ANOVA

A Two Way ANOVA is an extension of the One Way ANOVA. With a One Way, you have one independent variable affecting a dependent variable. With a Two Way ANOVA, there are two independents. Use a two way ANOVA when you have one measurement variable (i.e. a quantitative variable) and two nominal variables. In other words, if your experiment has a quantitative outcome and you have two categorical explanatory variables, a two way ANOVA is appropriate.

For example, you might want to find out if there is an interaction between income and gender for anxiety level at job interviews. The anxiety level is the outcome, or the variable that can be measured. Gender and Income are the two categorical variables. These categorical variables are also the independent variables, which are called factors in a Two Way ANOVA.

MANOVA is just an ANOVA with several dependent variables. It’s similar to many other tests and experiments in that it’s purpose is to find out if the response variable (i.e. your dependent variable) is changed by manipulating the independent variable. The test helps to answer many research questions, including:

  • Do changes to the independent variables have statistically significant effects on dependent variables?
  • What are the interactions among dependent variables?
  • What are the interactions among independent variables?

RBI and Corporate governance

A third and an area of particular relevance to the Reserve Bank of India (RBI) relates to corporate governance in the financial sector. Today, therefore, the major focus of this presentation would relate to corporate governance in the financial sector itself.

It is possible to broadly identify different sets of players in the corporate governance system. For convenience they can be identified as law which is the legal system; regulators; the Board of Directors and Executive Directors on the Board; financial intermediaries; markets; and self regulatory organisations. There is a dynamic balance among them that determines the prevailing corporate governance system, and the balance varies from country to country. In some countries, self-regulatory organisations are well established and in others, as you are aware, the financial intermediaries play a greater part. These balances vary from country to country and, vary depending upon the stage of institutional development and the historical context. Since financial intermediaries are important players in corporate governance in India, special focus on the corporate governance in the financial sector itself becomes critical.

Secondly, the RBI, as regulator relevant to financial sector, has responsibility on the nature of corporate governance in the financial sector. Therefore, we, in the RBI, have to see how corporate governance is evolving, particularly in the context of the financial sector reforms that are being undertaken.

Third, banks are special and to the extent banks have systemic implications, corporate governance in the banks is of critical importance to the RBI.

Fourth, which is not peculiar, but certainly one of the important features of the Indian system, is the dominance of the Government or the public sector ownership in financial sector, whether it is the banking system or development financial institutions. In a way, Government, as a sole or significant owner of commercial, competitive, corporate entities in the financial sector would also set the standards for corporate governance in private sector.

Fifth, relates to the reform process initiated since 1991-92. In the pre-reform period, most decisions were externally, i.e., external to the financial intermediary determined including interest rates to be paid or charged and whom to lend. But recently, there has been a movement away from micro regulation by the RBI. There is thus, a shift from external regulation to the internal systems and therefore, the quality of the corporate governance within the bank or financial institution becomes critical in the performance of the financial sector and indeed the growth of financial sector.

In this perspective of the significance of corporate governance in the financial sector in India, the rest of the presentation is divided into three parts.

The first relates to corporate governance in Government owned financial intermediaries, i.e., the nature of the corporate governance in the context of the Government ownership.

The second set relates to corporate governance and regulatory issues in financial sector, especially relevant to the Reserve Bank of India.

The third part identifies the areas that require attention, taking into account not only the ownership and regulatory aspects but also the total systemic requirements. The areas requiring attention are simply listed for further attention.

Importance of Corporate Governance Under Government Ownership

The evolving corporate governance system in Government owned banks and financial institutions is very critical in India for a number of reasons.

First, public ownership is dominant in our financial sector and it is likely to be dominant for quite sometime in future in India. So, it sets a benchmark for the practices of corporate governance.

Second, the whole concept of competition in banking will have to be viewed in the light of the government ownership. If the regulator is trying to encourage competition, such encouragement of competition is possible if the market players i.e., banks concerned, are willing to respond to the competitive impulses that the regulator is trying to induce. It is possible that the nature of corporate arrangements and nature of incentive framework in the public sector banks are such the regulatory initiatives will not get the desired response or results. Consequently, the regulator’s inclination or pressure to create an incentive framework for introducing competition would also be determined by the extent to which the corporate governance in public sector financial intermediaries is conducive and responsive.

A third factor is diversified ownership in many public sector financial intermediaries, both the banks and financial institutions. The government is no longer 100 per cent owner in all public sector organisations. In organisations where there has been some divestment, it owns directly or indirectly about 55 to 70 per cent. The existence of private shareholders implies that issues like enhancing shareholders value, protecting shareholders value and protecting shareholders rights become extremely important. Such a situation did not exist in most of the public sector and financial sector until a few years back. The issue is whether this transformation in ownership pattern of the financial system has been captured in changing the framework of corporate governance.

A fourth factor is that if the financial sector, in particular banking system, has to develop in a healthy manner there is need for additional funding of these institutions. More so, when the central bank is justifiably prescribing better prudential requirements and capital adequacy norms. If some additional capital has to be raised by these institutions, they should be able to convince the capital market and shareholders that it is worth investing their money in. In the interest of ensuring that the institutions have adequate capital and that they continue to grow, they should be in a position to put in place and assure the market that their system of corporate governance is such that they can be trusted with shareholders money. The issue, therefore, is how our public sector financial institutions have been performing in terms of enhancing shareholder values. This is extremely important from system point of view because, additional funding has to be provided either by the Government or by the private shareholder. Given the fiscal position, the Government cannot be expected to invest significant funds in recapitalising public sector financial organisations. In brief, Government as an owner has to appreciate the importance of enhancing shareholder value, to reduce the possible fiscal burden of funding of banking or financial institutions in future and so attention to corporate governance in public sector is relevant from overall fiscal point of view also – whether for additional investment by Government or for successful divestment of its holdings.

Fifth, there is the issue of mixing up of regulatory, sovereign and, ownership functions and at the same time ensuring a viable system of corporate governance. A reference has been made to this in the Narasimham Committee Report on Banking Sector Reforms (Narasimham Committee II) Banking Sector Reforms and more recently in the Discussion Paper on Harmonising the Role and Operations of Development Financial Institutions and Banks (Discussion Paper on Universal Banking), circulated by the Reserve Bank of India. For instance, as the Narasimham Committee (II) has highlighted, in the case of the State Bank of India, the RBI is both regulator and owner. Also, ownership and regulatory functions are mixed up in the case of the Industrial Development Bank of India.

Ministry of Corporate Affairs towards Building Ethical and Sustainable Organization

The Ministry of Corporate Affairs is an Indian government ministry. It is primarily concerned with administration of the Companies Act 2013, the Companies Act 1956, the Limited Liability Partnership Act, 2008, Insolvency and Bankruptcy Code, 2016 & other allied Acts and rules & regulations framed there-under mainly for regulating the functioning of the corporate sector in accordance with law. It is responsible mainly for regulation of Indian enterprises in Industrial and Services sector. Ministry is mostly served by the civil servants of the ICLS cadre. These officers are being selected through Civil Services Examination conducted by Union Public Service Commission. Brilliant talent pool of the country serves MCA in different capacities. The highest post of DGCoA is being fixed at Apex Scale for the ICLS. The current Minister of State for Corporate Affairs is Nirmala Sitaraman.

An expert panel set up by the ministry of corporate affairs (MCA) has proposed a new regime for businesses to report how sustainable and responsible they are in addition to being compliant with the law.

The panel led by Gyaneshwar Kumar Singh, a joint secretary in the ministry, has recommended two reporting formats a comprehensive reporting regime and a “lite version”. The reporting requirement is to be rolled out in a gradual manner. Eventually, these filings by companies could be used to develop a business responsibility and sustainability index for firms, the panel has recommended.

The idea is to put pressure on firms to pay attention to how they contribute to the society, going beyond meeting the objectives of shareholders and complying with laws. This would also give investors an opportunity to assess how ethical a company is while making investment decisions.

It also signals the thinking in the Union government that the corporate sector can contribute in meeting the sustainable development goals that the country is committed to meeting, such as poverty reduction, gender equality and adoption of clean energy.

“As a long-term measure, the committee envisions that the information captured through BRSR (Business Responsibility and Sustainability Report) filings be used to develop a business responsibility sustainability index for companies,” said the ministry.

The ministry will work closely with the Securities and Exchange Board of India (Sebi) in implementing the reporting regime, according to the government statement, which quoted the secretary in the ministry Rajesh Verma.

Indian companies aspiring to have a global foothold cannot ignore the emerging trend of corporate governance, which is being responsible businesses, the statement quoted Verma as saying.

Due to the trends of environmental, social and governance investing, the demand for non-financial reporting is growing and the proposed business responsibility framework will set the stage for sustainable investing, the statement said quoting Sebi executive director Amarjeet Singh.

The reporting regime will cover a set of guidelines on responsible business conduct brought out in 2019, which is an updated version of voluntary guidelines issued in 2009. Sebi has already mandated the top 1,000 listed entities by market capitalization to file business responsibility reports from an environmental, social and governance perspective. These enabled business to engage more meaningfully with stakeholders, going beyond regulatory and financial compliance, said the ministry.

The proposed reporting framework will cover both listed and unlisted enterprises.

Whistle Blowing Policy

When a former or the existing employee of the organization raise his voice against the unethical activities being carried out within the organization is called as whistle blowing and the person who raise his voice is called as a whistle blower.

The misconduct can be in the form of fraud, corruption, violation of company rules and policies, all done to impose a threat to public interest. The whistle blowing is done to safeguard the interest of the society and the general public for whom the organization is functioning.

The companies should motivate their employees to raise an alarm in case they find any violation of rules and procedures and do intimate about any possible harm to the interest of the organization and the society.

Types of Whistle Blowing

Internal Whistle Blowing:An employee informs about the misconduct to his officers or seniors holding positions in the same organization.

External Whistle Blowing: Here, the employee informs about the misconduct to any third person who is not a member of an organization, such as a lawyer or any other legal body.

Most often, the employees fear to raise a voice against the illegal activity being carried out in the organization because of following reasons:

  • Threat to life
  • Lost jobs and careers
  • Lost friendships
  • Resentment among workers
  • Breach of trust and loyalty

Thus, in order to provide protection to the whistle blowers, the Whistle Blower Protection Bill is passed in 2011 by Lok Sabha.

Now, the question comes in the mind that which offenses are considered valid for whistle blowing and for which the protection is offered by the law. Following are the acts for which the voice can be raised and are law protected:

  • Fraud
  • Health and safety in danger
  • Damage to the environment
  • Violation of company laws
  • Embezzlement of funds
  • Breach of law and justice

Social Responsibility

CSR is corporate social responsibility and that is the responsibility of organizations to act in ways that protect ad improve the welfare of multiple stakeholders. A key word in this definition is “stakeholder” where that is any group within or outside the organization that is directly affected by the organization and has a stake in it’s performance. Stakeholders can be customers, organization members, owners, other organizations that work with them, competitors, community members, financial investors, any anyone else who would be effected by the organization’s actions. This means a lot considering how the difference between a company that considers all stakeholders and a company that considers only shareholders can heavily influence a company to be more or less socially responsible.

Developing an Effective Whistle Blower Policy:

All business entities often struggle with an appropriate level of segregation of duties making a whistle blower policy a good mitigating tool. The Whistle blower policies effective implementations not only reduce the fraudulent activities but also send a signal to both internal and external agencies that organisations exercises good corporate governance.

The Whistle Blower Policy may be drafted and implemented by management but it should be submitted to Audit Committee and Board of Directors. The foundation of Whistle Blower Policy is a clear and specific definition of Whistle Blowing. The key aspects are:

  • Clear definition of individuals covered by the Policy
  • Non retaliation provisions
  • Confidentiality
  • Process
  • Communication

The Whistle Blower Policy should include the methods to encourage employees, vendors, customers and shareholders to report evidence of fraudulent activities. It should properly address the processes that the employees should follow in filing their claims. Specific Reporting Mechanisms within the process could include telephone, emails, hotlines, websites or suggestion boxes. The first steps of creating an environment where a whistleblower will report problems that exist is the crucial one, to be fully effective whistle blower policy must be consistently implemented, claims investigated and evaluated and proper enforcement taken when necessary. Clause 49 of the Listing Agreement keeps whistle blowing as non-mandatory item but it should be mandatory.

Economic Volatility, Global Competition, Growth risk appetite demands the governance professionals, the Company Secretaries to prioritise their role as whistle blowers.

Employees are usually the first to witness dangers and wrongdoings on Job. Although most employees remain silent, many chase to speak out and bear witness in corporate crimes that has not been addressed when flagged through normal company channels i.e Corporate Security, Audits, Inspections, Law enforcement combined.

Company Secretaries rank among the most productive, valued and committed members of their organisations. As they are the part of Top management and Board of Directors, they have a strong conscience; they are committed to formal goals of their organisation and have strong sense of professional responsibility.

Company Secretaries is also Corporate Governance Officer (CGO) and required to perform following roles:

  • To ensure the effective running of the activities of the Board and its Committees.
  • To ensure compliances of all listing rules, other Regulatory Codes and Acts.
  • Keep under review all legal and regulatory developments affecting the company operations and make sure that directors and management are properly informed of the same.
  • Manage relations with all stakeholders with regard to Corporate Governance, Corporate Social Responsibility, etc.
  • Work with Board of Directors, Management to ensure that all regulatory reporting is correct and does not lead to errors resulting in offences under Various Acts.
  • Act as the Conscience Keeper of the Company.
  • Act as the Primary point of contact for Board of Directors and source of guidance in order to assist their decision making process.
  • To assess, manage the compliances in the governance domain, governance processes, tracking of outcomes of governance processes and disseminate the information and documents for proper governance.

In ensuring implementation of proper corporate governance practices in the organisation, Company Secretary requires Governance Management and Reporting which includes:

  • Development of Board framework and to determine the level of Independence
  • Monitoring and reporting on the Independence of Audit Committee
  • Development and Maintenance of a Board Charter to ensure that Board decisions can be measured against it.
  • Acting as Board voice for providing shareholders feedback.
  • Participating in Strategic Planning process, Risk Management process, Internal Control process, MIS, Corporate Communications, Succession Planning, Board performance evaluation process.

 In light of above, Company Secretary acts in the capacity that ensures high level corporate administration in accordance with best governance practices which results to well run, governed and sustainable business for the benefit of its stakeholders at large.

Company Secretary can be useful aid to implement whistle blowing as an internal regulator for ensuring good corporate governance in spirits. As he is a part of Board decisions process and recipient of all important information flowing in the organisation, he can easily smell the rat. He can suspect the improper activities/unethical practices adopted by organizations or some of its members.

India:

India had fairly weak whistleblower protection laws. The companies Act, 1956 though provided for provision through which mismanagement can be ventilate does not expressly provide for the protection of whistleblower as such. However, after coming into force of the Companies Act, 2014 there is a provision to protect the Whistle Blower. Every listed company or any company that is prescribed shall establish a Vigil mechanism specifically for the directors and employees to report genuine concerns. It also seeks to provide adequate protection to the employees from victimization as a result of disclosure made using the mechanism. It affords direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The establishment of a vigil mechanism has to be disclosed on the company’s website.

India lacks a specific whistleblowers protection law and does not cover all whistleblowers. The Indian Parliament has passed the Whistle Blowers Protection Act, 2011, however the Act has not come into force. The Act was approved by the Cabinet of India and passed by the Lok Sabha on 27 December 2011. The Bill was passed by Rajya Sabha on 21 February 2014 and received the President’s assent on 9 May 2014 yet the Act has not come into force till now. The Act provides for mechanism to scrutinize alleged fraud and abuse of power by public servants. It also seeks to protect one who would bring to light wrongdoing in government bodies, projects and offices. The wrongdoing might take the form of fraud, corruption or mismanagement. The Act will also have provision of penalty in case of false or frivolous complaints.

The Central Vigilance Commission, the sole authority in protecting future whistleblowers. The Act expanded the definition of whistleblower.[26]It classifies anyone making “public interest disclosure” a whistleblower. It is aftermath of murder of environmentalist activist Amit Jethava who was campaigning against illegal mining in the Gujarat’s Gir lion reserve to protect the lions.

The Central government came up with a legislative proposal to prevent such tragic killings. The Act empowers the Central Vigilance Commission to issue binding orders to protect whistleblowers from physical attack and/or victimization. CVC is authorized to issue interim orders to stop corrupt practice pointed out by the whistleblower. But these limited powers are likely to prove insufficient if CVC remains no more than an advisory body with regard to sensitive matters which may or may not be a corruption case that is to be registered against a public servant. It was an immense leap forward from where the legal framework stood. Only a public servant could be a whistleblower under the 2004 Cabinet resolution, but the expanded definition is the only real positive change in the official attitude towards whistle-blowing. The Act is to some extent on the lines of the Sabanes Oxley Act in United States which enacted as the repercussion of the Enron and WorldCom scandals, making it compulsory for audit committees of boards to establish procedures to receive anonymous complaints and reports from whistleblowers. Senior management is forbidden from discriminating against whistleblowers. Any retaliation against a whistleblower is a criminal offence, which can be punished with up to ten years in prison. But SEBI initially made  whistle blowing mandatory clause 49 of the listing agreement but later made it non- mandatory when SEBI accepted the argument made by the corporate sector that the regulation would lead to too many frivolous complaints.

Various companies are establishing Whistle Blower Policy in the company.  Maruti Suzuki India Ltd in its preface of their Whistle blowing policy mentions that Clause 49 of the Listing Agreement provides, a non-binding requirement, to establish a mechanism called “whistle blower policy” for all listed companies for the employees to report unethical behavior actual or suspected fraud or violation of the company’s code of conduct or ethics policy to the management of the company.

HCL adopted a whistle blower policy to afford appropriate avenues to the employees, contractors, clients, vendors, internal or external auditors, law enforcement / regulatory agencies or other third parties to bring to the consideration of the management any issue which is identified to be in infringement or in conflict with the essential business principles of the company. The employees are encouraged to raise any of their concerns by way of whistle blowing. All cases registered under the whistle blower policy of the company are reported directly to the CEO.

Corporate Frauds

Corporate fraud consists of illegal or unethical and deceptive actions committed either by a company or an individual acting in their capacity as an employee of the company. Corporate fraud schemes are often extremely complicated and, therefore, difficult to identify. It often takes an office full of forensic accountants months to unravel a corporate fraud scheme in its entirety.

Corporate fraud consists of activities undertaken by an individual or company that are done in a dishonest or illegal manner, and are designed to give an advantage to the perpetrating individual or company. Corporate fraud schemes go beyond the scope of an employee’s stated position, and are marked by their complexity and economic impact on the business, other employees and outside parties.

Corporate fraud refers to illegal activities undertaken by an individual or company that are done in a dishonest or unethical manner. Often, this kind of business fraud is designed to give an advantage to the perpetrating individual or company. Corporate fraud schemes go beyond the scope of an employee’s stated position and are marked by their complexity and economic impact on the business, other employees, and outside parties.

Types of Fraud:

There are many types of corporate fraud, including the following common frauds:

  1. Theft of cash, physical assets or confidential information
  2. Misuse of accounts
  3. Procurement fraud
  4. Payroll fraud
  5. Financial accounting mis-statements
  6. Inappropriate journal vouchers
  7. Suspense accounting fraud
  8. Fraudulent expense claims
  9. False employment credentials
  10. Bribery and corruption.

Reasons:

  1. The desire or perceived need to attract or retain investors

Corporate fraud commonly occurs for the same reason as any other fraud scheme – greed. However, amid the highly competitive global business environment of the modern world, it may also occur for other reasons. Many corporate fraud schemes consist of fraudulent accounting schemes used to make a company appear more profitable than it actually is. The impetus behind such schemes is the desire or perceived need to attract or retain investors.

  1. Problems or defects with a company’s products

Another cause of corporate fraud may be problems or defects with a company’s products, which it tries to hide. Several recent corporate fraud cases have occurred with pharmaceutical companies that attempted to hide certain side effects or dangers associated with using certain medicines they manufactured and sold.

Government regulatory authorities, such as the Securities and Exchange Commission (SEC) in the United States, use laws and regulations to try to prevent, detect, and punish corporate fraud. However, fraud may go undetected for many years before it becomes apparent to authorities, especially if the guilty company is a private company that is not required to publicly disclose its financial records.

Prevention:

One of the best ways to develop policies and procedures that are effective in prevention corporate fraud is with the assistance of an experienced anti-fraud professional who has investigated hundreds of frauds to develop the most relevant and most effective anti-fraud controls including:

  1. Establish clear and easy to understand standards from the top down. Have an employee manual that clearly outlines these standards and keeps the rules from becoming arbitrary.
  2. Always check references and perform background checks that include employment, credit, licensing and criminal history for all new hires.
  3. Secure physical assets, access to data, and money at all levels including monitoring and using pre-numbered checks, keep checks locked up, have a “voided check” procedure and never sign blank checks. Review all disbursements regularly.
  4. Segregation of duties of employees. Divide activities so one employee doesn’t have too much control over an area or duty. Separate important accounting and account payable functions. Small-business owners and managers should review every payroll check personally. The person who has custody of the checks should never have check signing authority. The person opening the mail should not record the receivables and reconcile the accounts.
  5. Proper authorization of transactions, ensuring that employees aren’t exceeding their authority.
  6. Independent checks on performance, using audits, surprise check-ups, inventory counts, or other procedures to verify compliance with policies and procedures, as well as accuracy.
  7. Instill an anonymous reporting mechanism, such as an employee fraud hotline.
  8. Small-business owners should control who first receives the bank statements and other sensitive documents. Consider a separate post office box for the purpose of receiving bank statements, customer receipts or any other sensitive documents.
  9. All account reconciliations and general ledger balances should have an independent review by a person outside the responsibility area such as an outside accountant. This allows for reviews, better ensuring nothing is amiss and providing a deterrent for fraudulent activities.
  10. Conduct annual audits to motivate all bookkeeping- related staff to keep things honest because they can never be sure what questions an auditor is going to ask or what documents an auditor may request to review.
  11. While no company, even with the strongest internal controls, is completely protected from fraud, strengthening internal control policies, processes and procedures will go a long way towards making your company a less attractive target to both internal and external criminals.

Corporate Scandals:

One of the most reputed company revealed in September that it had installed software on millions of cars in order to trick the Environmental Protection Agency’s emissions testers into thinking that the cars were more environmentally friendly than they were, investors understandably deserted the company.

Company lost roughly $20 billion in market capitalization, as investors worried about the cost of compensating customers for selling those cars that weren’t compliant with environmental regulations.

The company not only has to deal with compensating their customers, but it will also need to contend with potential fines from regulators as well as a reputational hit that could severely affect its market share.

Other Example of Corporate Scandal is one of the biggest Ponzi schemes in West Bengal that enjoyed political patronage and lured millions of investors to deposit money with the promise of abnormally high returns including fancy holidays etc. The chit fund eventually collapsed leading to defaults after a crackdown by SEBI and the Reserve Bank of India. The default, apart from leaving small depositors high and dry, also led to 10 media outlets owned by company being forced to wind up, leaving 1000 journalists jobless.

And an online business survey firm that collected thousands of cores of rupees from over 24 lakh investors, asking them to fill surveys and guaranteeing to quadruple their income in one year, company was accused of running a Ponzi scheme. A criminal case was registered against the company in 2011, some accounts frozen and its business shutdown.

Role of Promoters, Nominee Directors and Mismanagement

A promoter is someone, who has been connected with the business from the start. He can also be referred to as the starter of a business or the founder. He is responsible for raising capital from various sources and entering into the first agreements for the start of a business and incorporation of a company.

SEBI’s Substantial Acquisition of Share Takeover Rules state that a Promoter is

  • He is someone at the cusp of a company
  • A person whose name is there in any of the filing papers of the company or according to the shareholding pattern filed by the company.

The concept of promoters is explained in the Indian Companies Act, 2013. Before 2013 there was no legal position defined in the Old Version of the Act of 1956. In the Old Act, the subscribers to the M.o.A was regarded as the promoters since they had subscribed to the company from its inception.

Role of Promoters

  1. Duty to disclose secret profits

He is allowed to make profits but not secretly which will be harmful to the company. He can profit only with the consent of the company which makes this a fiduciary relationship as that of a principal-agent.

  1. The duty of Disclosure of Interest

He must also declare his interest in every transaction that the company and he himself enters into. He must also request the company’s consent when he shows his interest.

  1. Duty under the Indian Contract Act

As said by the courts in due course of time, there is a business relationship between a company and a promoter, therefore a contract before incorporation with a promoter shouldn’t be depended upon. Thus his liabilities come within the purview of the ICA, 1872.

  1. Termination of the Promoter’s Duties

The duty of a promoter doesn’t end even after he has appointed the Board of Directors or he himself is on the board. It ends when the capital has been acquired (First Call) and the BoD have taken the control and have started managing. That is when his fiduciary relationship with the company ends.

Nominee Directors

A nominee director is an individual nominated by an institution, including banks and financial institutions, on the board of companies where such institutions have some ‘interest’. The ‘interest’ can either be in form of financial assistance such as loans or investment into shares. Such strategic investment may have a direct bearing on the profitability of a nominator and therefore, the appointment of nominee director becomes essential to facilitate monitoring of the operations and business of the investee company.

The main purpose of appointment of such person(s) is to safeguard the interest of the nominator, without conflicting with his/ her fiduciary duty as a director. Such a director has several roles and responsibilities, including adequate disclosure of interest, reporting to the nominator and protection of the interest of the company in its entirety. In case of holding such a position in widely held companies or publicly listed/traded companies,, the person should act in accordance with the operations of such entities, guided by industry specific statutory provisions in addition to the general roles and responsibilities expected of them.

Roles and Responsibilities of Nominee Director

  1. Act as a ‘watchdog’

A nominee director needs to oversee the operations of the investee company and ensure the policy decisions are based on sound commercial lines, rationale and adequate safeguards and also act as liaison between the investee company and the nominator.

  1. Participation and decision making

A nominee director is a non-executive director; however, he should be actively involved in decisions pertaining to financial performance of the investee company, fund-raising plans including debt-raising, investments, etc. He should make his presence felt by placing his expertise at the disposal of the Board of the investee company and actively participate in such meetings, which have a bearing on the interests of the nominator. He should also not abstain from voting on resolutions considered at the meetings of the Board of the investee company, involving the nominator, unless involving any personal interest of the nominee director.

  1. Maintain Confidentiality

A nominee director should exercise adequate care and caution while dealing with unpublished price sensitive information, in case of listed entity, having come to know of the same or being in a position where he is likely to be aware of such information. The nominee director is always required to abide by the code of conduct to regulate, monitor and report trading by insiders framed by the listed entity.

  1. One who safeguards the interests of the nominator

A nominee director oversees the operations of the company, to ensure that the policy decisions are based on sound commercial lines and rationality, with adequate safeguards such that the interests of the nominator are not jeopardized;

  1. An Information Bridge

The nominee director also acts as liaison between the investee company and the nominator for regular flow of information. Here, it must be noted that the question of confidential information being shared by the Nominee Director would crop up.

In this regard, reference may be made to guiding judicial principles which suggest that while the Nominee Director has the right to receive information about the Company, a nominee director is not bound to share information with the nominator merely by virtue of such nomination; rather, such duty of sharing information may arise out of separate agreement entered into between the nominator and the nominee. The said principle was also appreciated in Hawkes v Cuddy.

  1. Participation in decision making

The nominee director actively involves in discussions pertaining to the financial performance of the company, future plans, fund raising, etc. The objective is to apply his/her expertise on the matters placed before the board with the intent to protect the interests of the nominator.

  1. Maintenance of confidentiality

Though a nominee director has allegiance towards the nominator, the nominee director is always expected to abide the code of conduct for directors & key managerial personnel. The responsibility adds up where the investee company is a listed entity, as there are compliance requirements in respect of un-published price sensitive information.

Mismanagement

The process or practice of managing ineptly, incompetently, or dishonestly.

The value of the firm’s stock fell precipitously when word leaked out that officers of the company were under investigation for gross mismanagement.

Corporate governance has been defined as “a set of systems, processes and principles, which ensure that a company is governed in the best interest of all stakeholders.” Its objective is to ensure commitment to values and ethical conduct of business, transparency in business transactions; statutory and legal compliances, adequate disclosures and effective decision making to achieve corporate objectives. Good governance is simply good business, but, the moot question is as to whether the Indian companies are really, in spirit, committed to corporate governance or it is only a superficial compliance in letter and cost. The regulators are forcing the corporate governance regulations on the Indian Companies without measuring its benefits and advantages commensurate the cost in terms of resources of money, man hour and paper consumption. Importance, necessity and quality of corporate governance that Indian Companies needs cannot be undermined. Indian Companies are very intelligent and comply with all requirements of corporate governance in full, in letter, without meaning it in most cases. Ministry of Corporate Affairs, SEBI or stock exchanges have not yet put any mechanism in place to weigh and measure the effectiveness, usefulness or benefits of compliance of corporate governance commensurate with cost spent on its compliance.

Role of Shareholders & Other Stakeholders in Corporate Governance

A shareholder can be a person, company, or organization that holds stocks in a given company. A shareholder must own a minimum of one share in a company’s stock or mutual fund to make them a partial owner. Shareholders typically receive declared dividends if the company does well and succeeds.

Also called a stockholder, they have the right to vote on certain matters with regard to the company and to be elected to a seat on the board of directors.

If the company is getting liquidated and its assets are sold, the shareholder may receive a portion of that money, provided that the creditors have already been paid. When such a situation arises, the advantage of being a stockholder lies in the fact that they are not obliged to shoulder the debts and financial obligations incurred by the company, which means creditors cannot compel stockholders to pay them.

Roles of a Shareholder

Being a shareholder isn’t all just about receiving profits, as it also includes other responsibilities. Let’s look at some of these responsibilities.

  • Brainstorming and deciding the powers they will bestow upon the company’s directors, including appointing and removing them from office
  • Deciding on how much the directors receive for their salary. The practice is very tricky because stockholders must make sure that the amount they will give will compensate for the expenses and cost of living in the city where the director lives, without compromising the company’s coffers.
  • Making decisions on instances the directors have no power over, including making changes to the company’s constitution
  • Checking and making approvals of the financial statements of the company

The shareholders are the owners of the company and provide financial backing in return for potential dividends over the lifetime of the company. A person or corporation can become a shareholder of a company in three ways:

  • By subscribing to the memorandum of the company during incorporation
  • By investing in return for new shares in the company
  • By obtaining shares from an existing shareholder by purchase, by gift or by will

The Role of Stakeholders in Corporate Governance

The rights of shareholders, investors and all other stakeholders that are established by law or through mutual agreements are to be respected.

Performance-enhancing mechanisms for employee participation shall be permitted to develop.

Where stakeholders participate in the corporate governance process, the Company shall ensure them access to relevant, sufficient and reliable information on a timely and regular basis, as by law and Company’s governing documents.

Shareholders, employees and all other stakeholders shall be able to freely communicate their concerns about illegal or unethical practices to the Management Board, and their rights shall not be compromised for doing this.

The corporate governance framework the Company shall complement by an effective, efficient insolvency framework and by effective enforcement of creditor rights

error: Content is protected !!