Board Performance

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An effective Board

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Board Performance

  1. 1. Board Performance K V Ramesh © 2010 K V Ramesh
  2. 2. Functional Board Structure
  3. 3. Board Committees Independent Chairman CEO/MD/ED Directors (Non-ED) Nomination/ External Governance Corporate Officers Auditors Committee CxOs Non-Financial Business Directors & CxOs Appreciating Assets Capital Structure Financial Audit Statutory & CSR Advisory Remuneration Audit Committee Committee Audit Committee Committee Committee Committee* Charter Processes Measures Performance Feedback Independent Directors to Chair the Committees Note: Additional committees are as needed mostly temporary
  4. 4. Appreciating Assets Audit Committee  The differentiators in the 21st century are the appreciating assets:  People / Process / Technology  The appreciating assets should be reviewed for: Interoperability Reliability Portability Appreciating Assets Scalability Reusability Upgradeability
  5. 5. Notable Special Committees  Risk Management Committee  The validity of the risk mitigation strategies should be reviewed, deliberated, and minuted  Succession Planning Committee  Grooming potential CEO aspirants to assume Leadership should be a formal activity  Green Management Committee  Green Assets (CDM, Carbon Credits etc) Building should be mandated and reviewed as they form shareholder value
  6. 6. Monitoring & Oversight  The recent corporate scandals have resulted in the Corporate Governance under the magnifying lens  Current level of disclosures can help you win awards and still have room for scandals  Ensure the CEO/CFO sign-offs on company’s financial reports  Establish the code of conduct to cover trading in company securities
  7. 7. Management Analysis & Discussion  The Annual Report presents the Management Analysis & Discussion section with strategy, outlook, risks, ? mitigation etc as perceptions (and NOT a forward-looking statement! ) of the Management  Supporting evidence should be included as means for validation Source: xyz…
  8. 8. Paradigm Shifts demand Assets Write-off Markets Technology Delivery Aspirations Infrastructure Assets Businesses need to continually rewire the infrastructure assets to stay on top The renewal process accelerates with time The full Board should drive Change to stay relevant
  9. 9. Board Contribution (Selection Criteria) Advisory Branding/Integrity Best Practices Access to Capital
  10. 10. A Functioning Board Contact me for further discussions at the.kvr@gmail.com

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