Audit committee-at least 3 members all non-executive
CORPORATE GOVERNANCE IN
George V James
Meaning & Definition of Corporate Governance
Principles Players of Corporate Governance
Features of Good Corporate Governance
India’s Journey of Corporate Governance
Corporate Governance Committees in India
Meaning of Corporate Governance can be split up as
Rights and equitable treatment of shareholders
Interests of other stakeholders
Role and responsibilities of the board
Integrity and ethical behaviour
Disclosure and transparency
“Corporate Governance is the acceptance by management of
the inalienable rights of the shareholders as the true owners
of the corporation and of their own role as trustees on
behalf of the shareholders. It is about commitment to
values, about ethical business conduct and about making a
distinction between personal and corporate funds in the
Management of the Company.”
By N. R. Narayana Murthy, Committee on
Corporate Governance (SEBI)
Principles Players of Corporate
Board of Directors
Banks and lenders
the community at large
Features of Good Corporate
1. Clear Strategy
2. Effective Risk
7. Social Responsibility
India’s Journey of Corporate
Base of Governance- Kautilya’s Arthashstra
“In the happiness of the subject lies the benefit of the king, and
in what is beneficial to the subjects is his own benefit”.
Scams- Harshad Mehta, Ketan Parekh , Ramalingam Raju
New Economic Policy of 1991 (accountability factor)
Reforms in Corporate Law.
Development of Codes & Best Practices.
Empowering & Developing Regulatory Authority.
COMMITTEES IN INDIA
Confederation of Indian Industries
National Task Force Chaired by Rahul Bajaj.
Desirable Code of Corporate Governance
No need for German style two-tiered board.
2. In case of listed company with turnover exceeding Rs.100 crores,
independent directors should consist of:30% if Chairman is non-executive director.
50% if Chairman & MD is the same person.
No single person should hold directorships in more than 10 listed
Non-executive directors should be competent and active.
Commission not exceeding 1% (3%) of net profits for a company with (out) a
6. Attendance record of directors should be made explicit at the time of
reappointment; less than 50% no re-appointment.
Key information that must be reported to and placed before the board .
8. Listed companies with turnover over Rs. 100 crores or paid-up capital of Rs.
20 crores should have an audit committee.
9. Additional Shareholders’ Information of Listed Companies.
10. Compliance certificate signed by CEO & CFO.
11. Credit Rating.
12. Companies that default on fixed deposits should not be permitted to: accept further deposits and make inter-corporate loans or investments until
the default is made good; and
declare dividends until the default is made good.
13. Reduction in number of nominee directors. FIs should withdraw nominee
directors from companies with individual FI shareholding below 5% or total FI
holding below 10%.
Kumar Mangalam Birla Committee
Set up by SEBI (for investors).
Identified 3 major constituents: Shareholders, BOD &
3 key aspects: accountability,
equal treatment of all stakeholders.
Introduction of Clause 49.
1. At least 50% non-executive members.
2. At least 1/2 of the board should be independent directors (executive
Chairman) ,else at least 1/3.
3. Non-executive Chairman should have an office and be paid for job related
4. Maximum of 10 directorships and 5 chairmanships per person.
5. Audit Committee:
Minimum 3 members, all non-executive.
Chairman should attend AGM.
Should meet at least thrice a year.
Act as bridge between Board, Statutory Auditors & Internal Auditors 11/20/2013
6. Remuneration Committee (at least 3 directors, all
non-executive and be chaired by an independent director).
7. Disclosure of remuneration information in the AR.
8. Board Meetings
4 board meetings a year with a maximum gap of 4 months
between any 2 meetings.
Naresh Chandra Committee Report
High Level Committee appointed by MCA.
A pale shadow of SOX.
Also known as the “Committee on Corporate Audit and
Concentrated on 3 main aspects:1. The auditor- company relationship.
2. Role of Statutory Auditors.
3. Independent Directors-role, remuneration & training.
Disqualifications of Audit Assignments.
List of Prohibited Non-Audit Services.
Compulsory Audit Partner Rotation.
Auditor’s disclosure of Contingent Liabilities.
Management’s certification in the event of auditor’s replacement.
6. Auditor’s annual certification of independence.
CEO and CFO certification of annual audited accounts.
8. Setting up Independent Quality Review Board, QRB-(ICAI, ICSI, ICWAI)
9. Defining an Independent Director & their percentage.
10. Minimum Board Size of listed companies.
11. Training of independent directors.
12. Corporate Serious Fraud Office.
N R Narayana Murthy Committee
2nd Committee constituted by SEBI.
To review the existing corporate governance
practices and codes.
Committee consisted of members from various walks
of public and professional life.
Training of board members.
There shall be no nominee directors.
Non-Executive Director compensation to be fixed by Board of
Directors and approved by shareholders in the GM. Independent
directors should be treated the same way as non-executive directors.
The Board should be informed every quarter of business risk and risk
Boards of subsidiaries should follow similar composition rules as that
of parent and should have at least one independent directors of the
6. Proceeds from Initial Public Offerings (“IPO”)
Performance evaluation of non-executive directors should be done by a
peer group comprising the entire Board of Directors, excluding the
director being evaluated.
8. Code of conduct for Board members and Senior Management.
9. Whistle Blower Policy.
Naresh Chandra Committee Report
2nd National Task Force by CII.
Satyam-Maytas Infra-Maytas Properties scams.
Improving corporate governance standards and practices
both in letter and spirit.
Letter of Appointment to Directors.
Remuneration of NEDs & Independent Directors.
6. Separation of Offices of Chairman & Chief Executive Officer
Board Meetings through Tele-conferencing
8. Liability of Directors & Employees
9. Shareholder Activism
10. Media as a stakeholder