BUSINESS-INVESTOR DIALOGUE
WHAT IS THE CONNECTION BETWEEN CORPORATE GOVERNANCE AND
FIRM PERFORMANCE IN INDIA?
Mumbai, February 25, 2008
Hilton Towers Mumbai
Background
The Global Corporate Governance Forum (the Forum) and the International Finance Corporation
(IFC), in partnership with the Securities and Exchange Board of India (SEBI) and the National
Institute of Securities Markets (NISM), are planning to convene a Business-Investor Dialogue in
Mumbai on February 25, 2008. The purpose of the event is to facilitate a dialogue between the private
sector, domestic and international investors, and SEBI, that will allow the participants an opportunity
to voice their recommendations for improved corporate governance of Indian enterprises. The
Business-Investor Dialogue will be structured around research, sponsored by the Forum and being
conducted by Professor Vic Khanna of the University of Michigan, Professor Bernard Black of the
University of Texas and Professor N. Balasubramanian of the Indian Institute of Management in
Bangalore, on the current status of corporate governance in listed companies in India. A highlight of
the program will be breakout sessions at which the roughly 50 participants drawn largely from the
senior levels of the local business and investor communities will have a chance to debate and articulate
recommendations to be presented back in a plenary session.
Key objectives
The main objectives of the Dialogue are to:
 Identify areas of difficulty and offer possible measures for improvement;
 Provide an opportunity for local and international business leaders and investors to share their
views and experience on the investment climate in India; and
 Generate discussion and policy recommendations by an assembled local business and investor
audience.
DRAFT AGENDA
8:30 – 9:15
Registration
INTRODUCTION
9:15 – 9:35
Welcoming Remarks
Christian Strenger, Director of DWS Investment, Deputy Chair of the Forum’s
Private Sector Advisory Group (PSAG)
Dr. T. C. Nair, Whole Time Member of the Securities and Exchange Board of India
9:35 – 9:50
Keynote Address
S. D. Shibulal, Co-Founder and Member of the Board, Infosys Technologies Limited
9:50 – 10:20
Corporate Governance and Firm Performance in India
Professor Vic Khanna, University of Michigan
Prof. Vic Khanna will present his paper on “Firm-Level Corporate Governance in
Emerging Markets: A Case Study of India,” co-written by Prof. N. Balasubramanian,
Prof. Bernard Black and Prof. Khanna.
This paper will set the stage for a deeper discussion to fulfil the objectives listed above.
The research deals with three main focus areas: 1) it provides a detailed account of the
corporate governance practices in India, drawn from a survey of 370 Indian firms (a
73% response rate); 2) it provides cross-sectional analysis of the relationship
between corporate governance and firm performance; and 3) it explores areas where
corporate governance is weak and strong, and the influence of regulations.
10:20 – 10:40
Observations shared by:
Dr. T. C. Nair, Whole Time Member of the Securities and Exchange Board of India
Christian Strenger, Director, DWS Investment, Deputy Chair of the Forum’s PSAG
Q&A:
 Does corporate governance predict firm value in India? What is the connection
between corporate governance and firm market value?
 What is the reality of the Indian corporate governance practices? What are the main
shortcomings and strengths?
10:40 – 11:00
TEA BREAK
2121 Pennsylvania Ave., N.W  Washington, D.C. 20433 USA  Phone: (202) 458-1857  Facsimile: (202) 552-7588
11:00 – 12:00
Panel I - Boards: Instruments of Good Corporate Governance
Board and Subcommittees: Structure, Role and Independence
Chair: Simon Wong, Head of Corporate Governance, Barclays Global Investors
Discussants:
 Phil Spathis, Chief Executive Officer, Australian Council of Superannuation
Investors, Inc.
 Sanjay Sinha, Chief Investment Officer, SBI Funds Management
 Nandan Maluste, Executive Director, Kotak Mahindra Bank
Q&A:
 How might independent boards work in different types of Indian firms?
 What kinds of issues might Indian firms face and what is the role of the Board
and regulators in addressing problems related to executive compensation?
 What are reasonable expectations of audit committees and auditors?
 Which Board procedures are truly valuable to enforce through legislation or
regulation?
12:00 – 13:00
Panel II – Disclosure: Dynamics and Objectives
Monitoring Management: Shareholder Rights and Disclosures
Chair: Humayun Dhanrajgir, Chairman, Emcure Pharmaceuticals Ltd.
Discussants:
 Mirza Baig, Associate Director, Governance and Sustainable Investment, F& C
Management Limited
 Nilesh Shah, Chief Investment Officer, Prudential ICICI Mutual Fund
 Francis H. Byrd, Corporate Governance Advisory Services
Q&A:
 What are the differences between the international and Indian practices for
monitoring management?
 What are the issues around minority shareholder voting and approval
requirements for related party transactions India? What kinds of minority
protections, if any, should be additionally considered?
 What areas of disclosure need strengthening and what areas might benefit
from relaxation? Should we require tougher penalties for failure to disclose or
misleading disclosures?
 Enforcement of governance and disclosure norms is important. How should
the balance between public enforcement (e.g., via SEBI) and private
enforcement develop in India?
2121 Pennsylvania Ave., N.W  Washington, D.C. 20433 USA  Phone: (202) 458-1857  Facsimile: (202) 522-7588
13:00 – 14:30
14:30 – 16:00
LUNCH BREAK
Breakout Sessions
All participants will be divided into 2 groups of about 25-30 participants each. The
groups will comprise participants representing leaders from the business and
investment community in India. In the smaller-group format, group moderators will
elicit comment, feedback, and policy recommendations on the topics listed below.
The outcome of these discussions will be presented at the next session.
Session I: Drill-down from Panel I: Boards: Instruments of Good Corporate
Governance
Moderator/Rapporteur: Mahendra Chouhan, Vice Chairman, Global Advisory Board,
Asian Center for Corporate Governance
(3-4 questions to be prepared in advance)
Session II: Drill-down from Panel II: Disclosure: Dynamics and Objectives
Moderator/Rapporteur: Sumant Batra, Managing Partner, Kesar Dass B & Associates
(3-4 questions to be prepared in advance)
16:00 – 16:30
16:30 – 17:30
TEA BREAK
CONCLUDING SESSION
Reports from Breakout Sessions
Chair: Christian Strenger, Director of DWS Investment, Member of the
Forum’s PSAG
Reports given by breakout session rapporteurs:
Mahendra Chouhan, Vice Chairman, Global Advisory Board, Asian Center for
Corporate Governance and Sumant Batra, Managing Partner of Kesar Dass B &
Associates
Respondent: Sandeep Parekh, Executive Director, SEBI
17:30 – 17:45
Closing Remarks
Prof. G. Sethu, Officer on Special Duty In-Charge of NISM Mumbai
Paolo Martelli, Director, South Asia Region, International Finance Corporation
2121 Pennsylvania Ave., N.W  Washington, D.C. 20433 USA  Phone: (202) 458-1857  Facsimile: (202) 522-7588