It is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled.
It also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed.
In simpler terms it means the extent to which companies are run in an open & honest manner.
NEED FOR THE STUDY Stakeholders protection specially investors protection. Corporate governance enhances the financial position of the company through ethical means knowing the corporate governance issues in chemical companies is need of ours.
In view of corporate scandals witnessed during the recent past.
The implementation of corporate governance in listed companies as become significant.
Hence the present study has been taken up to evaluate whether Aditya Birla Chemicals(India) Limited has followed the corporate governance standards prescribed by SEBI’s clause-49 of listing agreement
OBJECTIVES OF THE STUDY To analyze corporate governance practice of Aditya Birla chemicals(India) Ltd. with reference of mandatory disclosure described by SEBI for Indian companies. To offer suggestions based on the findings
LIMITATIONS OF THE STUDY Non availability of certain data like statutory compliance and shareholders compliances.
General Finding Clause 49 of the Listing Agreement to the Indian stock exchange comes into effect from 31 December 2005. It has been formulated for the improvement of corporate governance in all listed companies. As per Clause 49, for a company with an Executive Chairman, at least 50 per cent of the board should comprise independent directors. In the case of a company with a non-executive Chairman, at least one-third of the board should be independent directors.
Cont.--- It would be necessary for chief executives and chief financial officers to establish and maintain internal controls and implement remediation and risk mitigation towards deficiencies in internal controls, among others. A company is also required to obtain a certificate either from auditors or practicing company secretaries regarding compliance of conditions as stipulated, and annex the same to the director's report. The clause mandates composition of an audit committee; one of the directors is required to be "financially literate".
Cont.--- Clause VI (ii) of Clause 49 requires all companies to submit a quarterly compliance report to stock exchange in the prescribed form. The clause also requires that there be a separate section on corporate governance in the annual report with a detailed compliance report. The setting up of an Audit committee, and a Shareholders’ Grievance committee, among others, were made mandatory as were the Management’s Discussion and Analysis (MD&A) section and the Report on Corporate Governance in the Annual Report, and disclosures of fees paid to non-executive directors
Specific Finding The company has optimum combination of executives and non-executive directors with not less than fifty percentage of the Board of directors comprising of non-executive directors. The Audit committee of the board of directors is constituted in compliance with corporate governance. In continuation of practices of good corporate governance, the board has constituted the remuneration committee of Directors’ of the company. The Shareholders’ Grievance committee of the board, approves issue of duplicate share certificates and oversees.
Cont.--- Company has disclosed the status of total no. of requests/complaints and general shareholders information. The financial results were published in business standards/Financial express and also posted on website. Company has disclosed Directors’ responsibility statement. Company has received proceeds from public issues, right issues, preferential issues etc. Details of fixed component and performance linked incentives, along with the performance criteria are disclosed. Company has separate policy for human resource department, community services, health and safety.
Recommendation to improve overall structure of corporate governance Current norms of corporate governance are efficient but at Initial level. There must be improvement in terms of code of conduct of corporate governance. More and more development programs should be conduct to improve the awareness level of Investors. Implementation of current norms should be made efficient. Company should appoint more internal auditor for audit committee. Cross check step should be implemented for betterment of investors. Stakeholders value enhancement steps should be considered at large. More and More programs should be arranged to educate shareholder about corporate governance.
CONCLUSION Corporate governance is a way of life and not a set of rules, a way of life that necessitates taking into account the stakeholder’s interest in every business decision.