The management shall brief the board on the implementation of the strategic decisions
For important decisions which may change the asset, financials or earnings of the enterprise, the management shall take the approval of the board
The management informs the board regularly and periodically issues related to planning, business development, risk management. It also briefs the board on the budgeted performance vs actual and reasons for the deviations thereof.
The Board shall specify the management’s information and reporting duties in detail
All Board members should ensure that members of the board, the management and the staff follow the confidentiality obligations accordingly
In case of a takeover offer, the Board and the management of the target company a statement of reasons so that the shareholders could take an informed decision on the offer. EGM may be convened for the purpose
Extending loans to Board members and management members should have the approval of the Board
The chairman of the Board shall not be part of the audit committee
The Board chairman shall regularly interact with the management on business development, risk management and strategy
The Board may form committees with sufficient expertise
Audit committee to be formed handling issues of accounting, risk management and issuing the audit mandate to the auditor. The chairman of this committee needs to be a specialist wrt accounts and internal control processes.
As soon as co becomes aware of the fact that an individual exceeds or falls short of 5,10,25,50 or 75% of the voting rights by means of purchase or sale or any other manner, the management shall disclose this fact without delay
All new facts made known to financial analysts etc shall be made known to the shareholders also.
Suitable communication media – Internet, email etc to inform shareholders and investors promptly
Information disclosed abroad (corresponding capital law provisions) may also be disclosed domestically without delay.
Purchase or sale of shares by Board members or Management team to be informed to the company immediately and published as a disclosure
Dates of publishing financial reports, interim reports, notice for meeting etc may be disclosed sufficiently in advance.
Internet site should be clearly structured and all required information about the enterprise should be available there.