The hype around Corporate Governance is on an all-time high in this decade of Enron, Worldcom and Satyam. The severe repercussions faced by every common person of our global business ecosystem has suddenly made Corporate Governance a common phrase for every stakeholder in economy.

Typically, Corporate Governance gives vibes of a crisis, due to the numerous and big business failures we have faced in last few years. However the goal of Corporate Governance is much more positive. Put simply, Corporate Governance is about promoting Corporate Fairness, Transparency and Accountability towards all stakeholders – shareholders, employees, customer, suppliers and immediate community. It thus works as a corrective mechanism which ensures sustained benefits for all stakeholders. The role of Corporate Governance becomes even more critical in case of mergers. Here, we would discuss certain aspects Corporate Governance and see how it takes care of shareholders, employees and community.

Lets talk about shareholders first

The most important issue concerning the shareholder is likely the impact of the merger on the valuation of their equity. This is on the basis of the fact that acquiring company expertise, inputs, synergies; etc with the acquired business would lead to improved cash flows than what would have been possible had the business continued on its own.

It is necessary in case of acquisition to insure that promoters or controlling group of the acquired co. or their associates do not compete with the acquiring co. in the same line of business for a reasonable period of time.

One or more directors of acquiring co. may be on the board of the acquired co. If so there would be apparent perception of conflicts of interest even though the individual must be acting in the best interest of the shareholders.

Good practice demands that interested directors disclose their interests as required by law &they must refrain from exerting any direct or indirect exercise.

Even in respect of valuations, it is good practice to employ two set of valuers to conduct the exercise. One set of valuers should be appointed by majority sh. Holders & another should represent the minority interest.Their independent valuation could be discussed and reconciled to arrive at fair value.

So can the attempt of CEO of Satyam computer, Ramalinga Raju, to purchase the twin company Maytas infra and Maytas properties be regarded as an attempt to bypass the principles of Corporate Governance?

The decision was not made taking into confidence all the stakeholders. The two sons of Raju were major interested party in the twin companies. The deal would have made the cash rich Satyam into a debt ridden company as it’s entire holding of $1.3 billion cash would have gone to Maytas Properties and in Maytas Infrastructures. Importantly, Ramalinga Raju was holding only 8.5 per cent stake of Satyam computer to take such critical decisions! The economic rationale of entering real estate in name of diversification is already a much discussed topic and I need not elaborate further

Thus, leading to the fall of India’s 4th largest software co.

From perspective of employees, it is important to note that since

The merged business is virtually independent of operations of acquiring co., there is bound to be duplication at management & supervisory levels in a combined entity. For example, the CEO of the acquired co. is retained to be head of combined operations. Employee of acquired co. will be concerned that their chief is crossed over to other side while those of the acquiring co. will fear that now head will favor his earlier team. Such situations should be tactfully handled with full transparency and adequate communications. Managing workmen at junior & middle level is also a sensitive component.

Let us understand it through example of HP -Compaq merger

Hp-Compaq made a huge and disciplined effort to smartly and sensibly deal the people’s issue. After the initial announcement, the first step they took was to place face-to-face the troops, and share with them as much information as possible.

They established a merger mentor program, whereby they put all their people managers through a training course designed to help them more effectively lead their team in a period of ambiguity and uncertainty. They also ran a weekly management teleconference; open to all managers, where they could discuss how the business was traveling, and many other issues people wanted to bring up.

One very important thing that they did in the period was to roll out a series of aggressive performance targets for the business to achieve together with the associated demand-generation programs. The level of detail in the planning was really apparent. On the day the new company launched, the top three levels of management had already been appointed globally, the product road maps had been finalized, the new web site was up, and an enormous amount of analysis had been done of key customer accounts.

This high level of readiness was a result of the level of resources dedicated to Corporate Governance aspects of their merger.

Corporate Social Resposibility is increasingly becoming a critical component of successful Corporate Governance

The acquired co. may have undertaken certain corporate social responsibility programmes. In the event of any alteration in these programs, the decision should be properly and timely communicated so that misrepresentation or misunderstanding do not happen.

Arcelor Mittal’s merger in Year 2007 is a good example of high standards & best practices of Corporate Governance in several aspects. The management developed a detailed community engagement manual for this merger.

The engagement process helped local operations map their different stakeholder groups, understand their issues, and develop effective action plans, which could be monitored and measured.

Each local CEO was accountable for the corporate responsibility programmes in their area, and expected to put in place a clear management and governance structure to help them do this. A key element of this was establishment of local corporate responsibility forums to review and monitor local progress. This included line managers from Human Resources, Environment, Health and Safety, Legal, and other operational departments.

The company too developed action plans in partnership with regional management for governance structures, policy development, stakeholder engagement programmes, audit processes, training, and the selection of metrics and targets to assess performance.

Corporate Governance is an emerging field. Its more than mere art and science. Its more to do with ‘ethical quotient’ or ‘ethical intelligence’. The focus of Corporate Governance, despite its popularity, is still more on standards and compliance procedures. While that is extremely necessary, what is even more important is to educate companies, corporations, decision makers and stakeholders on how highest levels of ethical standards alone can ensure sustained growth, avoidance of unwarranted crises and provide any meaning to their relentless pursuit of profit maximization. Examples of recent Corporate Governance failures reinforce the basic lesson of ‘As you sow, so shall you reap!’. In today’s connected world, ‘Any deviation from highest standards of ethics will eventually come back to you with much more magnified impact’. This should be imbibed in the system and Corporate Governance should ideally become not an external enforcement but an internal motivation for everyone. This is more so valid in the sensitive matters of mergers and acquisitions.

Naina writes on topics relating to Ethics, Governance and Corporate Law. She is also an independent consultant working in these fields, as well as conducts sessions on motivation and soft-skills. If you enjoyed reading this post, visit Naina – Vision of the Ultimate for more such stuff.

Recession proof jobs do exists, and they tend to be in areas where there is strong growth even in a down economy. Some require specialized knowledge, or are services and products needed no matter what the conditions of the economy are. Of course you can run your own business and be one of the millions who have recession proof jobs. In particular, recession proof jobs that are entry level are being heavily sought after.

Health care is an industry that does seem recession proof. CBS news done a report on recession proof jobs and suggested that aside from health care, law enforcement, education and court jobs are all great choices. The news everyday is showing more and more headlines of job loss, even in major, leading corporations.

There are sources out there such as the, Robert Half International Salary Guide that has mentioned the best paying jobs are surly law and IT. Over the next ten years, jobs like environmental, hydrologists and ecologist jobs are going to grow over 25%. That’s faster than any other occupation. It is now time to secure a safety net for the future of our jobs.

Between now and 2016, the employment rate in the field of information technology is expected to increase 29%, faster than the average growth of all occupations. As the world economy continues its steady decline, many students are gravitating toward those industries that are predicted to experience growth despite the current financial turmoil. Job growth occurred in ambulatory health care and in hospitals, adding 16,000 and 7,000 jobs, respectively, according to the BLS.

Unless you have been hiding under a rock somewhere, on mars, you do see that the US is having a major financial issue and ultimately, it will affect your wallet. Banking, medical, child care, insurance and financial jobs are suited best for the ecological crunch we are now experiencing. But, in tough financial times, like right now You are advised to discuss your specific requirements with an independent financial adviser. No matter what field you work in, you have the possibility of losing your job. And yes, I agree that the medical industry is a safe field during economic downturns, although not completely immune.

There are jobs out there that do require minimal training if you don’t have the time to go back to school, or get trained. I truly believe that recession proof jobs will lead to recession proof industries that are moving towards the internet.

Have you ever dreamed of becoming rich and famous? Of course, everybody does, but not everyone have what it takes to be a movie star or a world famous supermodel. But, have you ever considered that even regular people like you can become famous through blogging? Indeed, blogging can bring you fame and it can even make you rich.

As an online business owner, you know that the key to success in your online business is by getting targeted traffic in your website. Targeted traffic is the type of people that you want to visit your website and not just anyone in the internet. To do this, you need to advertise your products throughout the internet through affiliate programs, banners, emails, article publishing websites, and etc.

However, have you ever considered blogging as a tool for marketing?

Basically, blogging is what people use today as a sort of journal. Some use it as an outlet of their frustrations by writing about it, others use it as a diary where people put in everything that happened to them on a particular day, but there are some people who found out that blogging can be a great tool for marketing.

You have to consider the fact that people do love to read blogs. And, with the millions of people logging in on the internet on a daily basis, you can just imagine how many people might enter your blogging website and read your blogs.

So, how can you market your products or services in a blogging website?

Well first of all, you have to remember that you should never treat blogs as a marketing tool although this is your purpose for it. Instead, try treating it as a way to communicate with other people. The last thing that people wants to see in a blog is some salesman trying to aggressively sell their wares on the blogs they wrote.

So, how can you sell your products?

You’ll be surprised as to how many ways you can market your products. You have to remember that people don’t like salesmen trying to push their products up on their faces. What they want is someone who is a regular person like they are who knows a little something about a particular thing, which is your product.

What this means is that when you write blogs, never try to be a salesman. Instead, you have to think like a customer who tried your product and loved it. Ask yourself what they would say about your product in a blog. By thinking and writing like a customer, you will be able to relate to other people. You will be on their side and you will be their friend.

That is how you should market on blogs. You need to be a customer who is satisfied with the products or services you are selling and that you are simply want people to know about it and that you recommend it. If you believe in your product or services so much, then you won’t have any problems at all.

To make this even more believable, try adding some of the pros and cons of the products. But, don’t emphasize the cons, just try to mention it.

Blogging can bring you fame if you do it right. Remember these tips and you will be well on your way in making your blog famous as well as your business and the products or services you are selling.

If you are looking for the most natural way to generate traffic to your website, then SEO is the answer. Natural organic seo not only creates traffic but it also increases sales conversions. The knowledge of search engine marketing methods will help create a lifetime of traffic to your websites.

Pay Per Click(PPC) advertising is another form of search engine marketing(SEM). PPC methods are just as effective but work much faster. The difference between the two is that with pay per click there is charge involved every time someone clicks on your website link whether they buy or not.

Nevertheless, both of these methods are considered to be natural SEO strategies because the results are triggered by natural search engine queries. The use of highly targeted keywords in PPC and SEO campaigns are responsible for generating higher search rankings.

Keyword selection is the key to marketing using either strategy. The ability to select keywords or phrases that are highly targeted with very little or no competition is the name of the game.

The decision between which method to choose usually is spelled out within their vast differences. Optimizing a website properly can take months in order to build backlinks naturally. After the optimization process, there is still waiting period for the search engines to crawl your website.

With pay per click, you can literally start seeing results overnight. The traffic is guaranteed but you still have to manage the incoming traffic to make sure it is converting. Bad keyword selection along with poor management can lead to a costly ineffective campaign.

The choice of which strategy is better suited you should be decided on the level of your experience. Before you decide to start a pay per click campaign you should be knowledgeable on keyword selection tools and PPC management strategies.

I myself, have chosen to utilize both search engine marketing strategies for all my opportunities. If I was forced to make a choice however, it would be SEO, it takes a little more patience but has less risk.

When we are trading we will all from time to time make a mistake when forex trading and it is normal and sometimes can be looked upon as healthy, so as to know that the decisions will either make or break you. However, if this becomes severe to a point wherein you lose more than you can afford to, then you would have to take measures in order to avoid further damage. This is why when you are trading you must make sure that you only trade within your limits. If you can’t afford to lose it, don’t trade.

When trading you must make sure that you keep your emotions in tact, do not let them take over. If you let your emotions take over the result is more than likely to cause even more rash decisions and can cloud your strategies, producing even more disastrous results. You should aim for more positive months with good turnovers but face it; there are some periods wherein gain is not achievable.

Before trading you should make sure that you have a plan and part of that plan is to employ a money management technique; in case is where you went wrong the first time. You should always consider what your losses are going to be. Since most traders would tend to gamble as opposed to trade, instead of making a calculated risk, their bank accounts would be drained each time there is a loss. They don’t have a great capital management system which causes damaging effects. By managing the amount that you can afford to lose in thinking of all possibilities, you can be assured that you do not get bankrupt with forex.

You must make sure that you educate yourself as much as possible about the Forex Market, a great place for education lessons is the CFD FX REPORT They specialize in offering free Forex Education as well as helping you find the Best Forex Broker

Each trader has their own attitude towards forex trading and what risks they are personally prepared to take, but learning about the inherent principles can go a long way in helping you develop your own style and making you more successful in the long run . You can also develop a trading system and make sure to be disciplined enough to follow what you have created. Remember create the plan, plan the trade and trade the plan. You should have this next to your trading screen at all times and never forget it. Remember that since your money is involved and that you are not participating in the market just to lose it, you have to think objectively and learn to foresee the consequences of your decisions.

Do not associate loss with the feeling of being a loser, in order to be a successful trader you will take losses and the best traders can handle them. When trading you should know that you can’t pick the market 100% of the time, so there is going to be losses it is how you handle those losses to how successful you are. The forex market is an objective industry wherein sound decision-making and strategies are employed and not about judging your emotional capabilities and dealing with them. If you can’t handles losses, or losing money, do yourself a favor and don’t trade.

One of the major mistakes that most traders will make will be the amount of capital that they place per trade. So how trade to ensure you become successful? Size is the Key The legendary commodities trader Ed Seykota, who turned $5,000 into $15 million over a period of 12 years, was teaching a class in technical trading to a college class some years ago when he decided to conduct an try out to illustrate to his students the value of money management, or position-sizing – that is, determining how much money you will risk on any single given trade – to the generic success of any dealer’s trading plan.

He said his class they were going to contend in a trading competition with each other. Each pupil would start with a theoretical equity stake of $100,000. The winner, of form, would be the student with the most money at the end of the competition. However, there was a catch: Each student would buy and sell the same stocks at the same right time, thinking those stocks would rise or fall exactly the same amount. In fact, Seykota pulled each “stock” out of a hat at the front of the room, and simply stated the students whether it had gone up or down and by how often.

How do you conduct a trading contest when everyone buys and sells the right same stocks at the correct same time? It is all about position-sizing – how often money you are willing to bet on each trade. After Seykota chose each stock, but before he declared whether it had gone up or down, each pupil was required to write down the amount of money he or she was willing to risk on that trade. They could risk as little or as often as they wanted.

The results of the contest provided quite an education for Seykota’s students – and should be remembered by anyone who puts their hard-earned money at risk in the market. By the end of the contest some of the students had lost their entire theoretical stake and were completely “broke”. Others had come out about even, making a little money or losing a little money. But a few of the best students – the best traders – had turned that hypothetical $100,000 into over $1 million!

Think about it: Two traders start with the same amount of money and buy and sell the exact same stocks at the right same time. One goes broke. The other makes 1,000%! Therein lies the secret to survival, and ultimately success, as a trader. All the great traders will tell you that position-sizing is the individual most important factor in their success.

So how often should you risk on any single trade – in other words, how much should you be willing to lose? It is best to risk a fixed percent of your account value on every trade, and not vary that percentage from trade to trade. What that percent should be depends on several critical factors. The most critical are your win-loss ratio, the size of your average win and the size of your average loss. Given these three numbers, your position sizing will determine whether you live or die as a dealer.

The point of position-sizing is to be sure that you don’t break the bank during a losing streak. Even a random coin toss can produce 10 tails consecutively, so make no mistake that even the best traders suffer through losing streaks of equal length. If you risk, say 10% of your account on every trade, and your average loss is 7%, a losing streak of 10 in a row could be devastating. On the other hand, if you are a day trader and your average loss is .5%, you can risk more money on each trade without worrying about a losing streak taking you out of the game.

Seykota says he never risks more than 5% of his account on any single trade. some other highly successful traders think risking anything more than 3% of your account on a individual trade makes you a “cowboy”. A good starting point for beginning traders is probably 1% of your account. The added advantage of lower risk for beginners is that it helps minimize the emotions that often interfere with good trading.

For a detailed discussion of position-sizing, we highly recommend Van Tharp’s book “Trade Your Way to Financial Freedom”. An internationally renowned trading coach, Tharp was profiled along with Seykota in “Market Wizards”, Jack Schwager’s classic collection of profiles of some of the most brilliant traders and trading minds of all time.

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