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    Independent director sme services 2013 Independent director sme services 2013 Presentation Transcript

    • Independent Directors Services for SME’s Risk Consulting & ManagementRiskpro India Ventures (P) Limited New Delhi, Mumbai, Bangalore 1
    • Who is Riskpro… Why us? ABOUT US MISSION Riskpro is an organisation of member firms around India devoted to client service  Provide integrated risk management excellence. Member firms offer wide range consulting services to mid-large sized of services in the field of risk management. corporate /financial institutions in India Currently it has offices in three major cities  Be the preferred service provider for Mumbai, Delhi and Bangalore and alliances complete Governance, Risk and Compliance in other cities. (GRC) solutions. Managed by experienced professionals with experiences spanning various industries. VALUE PROPOSITION DIFFERENTIATORS You get quality advisory, normally delivered by large consulting firms, at fee levels  Risk Management is our main focus charged by independent & small firms  Over 200 years of cumulative experience High quality deliverables  Hybrid Delivery model Multi-skilled & multi-disciplined organisation.  Ability to take on large and complex projects Timely completion of any task due to delivery capabilities Affordable alternative to large firms  We Hold hands, not shake hands. 2
    • RiskPro Highlights Large talent pool of risk experts, consultants and associate partners in India with deep domain skills for domestic and global clients 11 service locations across Indian region with key offices in New Delhi, Mumbai and Bangalore Deep expertise in consulting with over 200 years of cumulative consulting experience Operating Groups: Risk-Advisory, Consulting, Training & HCMS Service Lines : Credit, Operational, Fraud Risks, ERM, Regulatory Compliance, Outsourcing Management, Corporate governance We are fastest growing risk consulting company and have realistic plans to capture coming opportunities while competing with Big - 4’s for superior, unmatched, low cost services to our clients 3
    • Risk Management Advisory Services Basel II/III Advisory Corporate Risks IT Risk Advisory  Market Risk  Enterprise Risk Assessment  IS Audit  Credit Risk  Fraud Risk  Information Security  Operational Risk  Risk based Internal Audit  IT Assurance   Operations Risk  IT GovernanceSERVICES ICAAP  Forensic services Operational Risk Governance Other Risks  Process reviews  Corporate Governance  Business/Strategic Risk  Policy/ Process Review  Business Strategic risk  Reputation Risk  Process Improvement  Fraud Risk  Outsourcing Risk  Compliance Risk  Forensic Accounting  Contractual Risk  Insurance Risk Training Recruitment  Banking – E Learning  Corporate Training  Virtual Risk Managers  Regular Risk Management Training  Full Time Risk Professionals  Online Training material  Part time Risk Professionals  Workshops / Events  Risk Managers on call – free  ISO standards- 31000 4
    • Riskpro’s Network Presence New Delhi Agra Ahmedabad Kolkata Mumbai Pune Hyderabad Bangalore Salem 5
    • Independent Director- Definition & Context Independent director shall mean a non-executive director of the company who does not have any material pecuniary relationships or transactions with the company, its promoters, its directors, its senior management or its holding company, its subsidiaries and associates that may affect independence of the director. Is not related to promoters or persons occupying management positions at the board level or at one level below the board. Has not been an executive of the company in the immediately preceding three financial years. Is not a partner or an executive or was not partner or an executive during the preceding three years. Is not a material supplier, service provider or customer or a lessor or lessee of the company. Is not a substantial shareholder of the company i.e. own more than 2 percent of the voting shares. * As per SEBI guidelines 6
    • Indian SME Industry Prologue Small and Medium Enterprises (SMEs), particularly in developing countries, are the backbone of the nations economy. They constitute bulk of the industrial base and also contribute significantly to their exports as well as to their Gross Domestic Product (GDP). In India, Micro, Small and Medium Enterprises (MSMEs) contribute 8% of it’s GDP, 45%of the manufactured output and 40% of exports. It provides employment to about 70 million people through 30 million enterprises. The MSME Sector is the largest generator of employment in the Indian economy. It forms a major portion of the industrial activity. 7
    • Indian SME’s Environment MSME sector in India is highly heterogeneous in terms of the size of the enterprises, variety of products and services produced and the levels of technology employed. More than 94% of SMEs are unregistered, with a large number established in the informal or unorganized sector. 86% present of total business firms belong to the informal sector, i.e. Proprietorship and Partnership dominated by family run businesses. Lack of professional strategic outlook in managing efficiently run business model. Need for industry professionals involvement for removing historical redundant corporate business management practices while overseeing and implementing best practices… 8
    • Need for Independent Director’s – SME’s (Family Run Businesses)  Corporate governance abuses that have come to light in the recent past have alarmed both the investors and the regulators about the manner in which corporate boards function.  Public scrutiny has grown immensely on how the promoters govern their businesses.  Independent directors have largely been passive and at times even riddled with conflicts of interest.  Corporate governance in present times makes it paramount upon family businesses to induct ‘truly’ independent directors on their boards to allow objective evaluation of the management’s performance and well-being of the company without any conflict of interest or undue influence of interested parties.  Inclusion of experienced professionals as independent directors on the board has gained importance not only for the stakeholders or minority shareholders but also for the promoters. 9
    • Current Scenario & Future Outlook – SME Boardroom • Conventional boardroom with family • Paradigm shift in functioning of a professionally members/promoters business discussions managed board with independent director’s role as a coach • Absence of a true professional guide with right blend of business ethics and guiding growth • Inculcating objective view point to the board strategy with experience • Introducing a fresh & innovative perspective into • Need for a mentoring coach helping develop business DNA long-term plans allowing business to function efficiently & profitably • Balancing element between shareholders/promoters as objective judges of • Lack of direction to stakeholders and family run disagreements promoters on business strategic vision • Induction of business knowledge while challenging current thinking 10
    • Typical Board Governance Structure Shareholders Board of Directors Information and Communication • Achievement of strategic objectives and value creation • Fulfil responsibilities and duties in law and prescribed functions Chairman Key Areas of Responsibility Board Strategy Board Operations Meetings Corporate Policies & Procedures Corporate Secretary Board Governance Instruments Reporting & Disclosure Monitoring and Evaluation Governance Board Committees CEO & Management System and Controls Audit Remuneration Other Executive Internal Controls Committee Committee Committees Committee & Assurance 11
    • Independent Director’s at SME- Understanding Key Elements • Enrichment • Introducing SME Future Roadmap Value Addition Qualities of Talent • Knowledgeable Diversity Pool policy • Sensitive • Appoints directors through an independent • Mentoring and objective process • Objective • Establishes appropriate board committees • Objectivity in Business • Inquisitive External Perspective • Sharing information in a timely fashion with • Forthright independent directors • Oversight • Develops and follows a • Available code of conduct • Bridge family branches • Adopts a consultative • Prepared approach in setting meeting agendas • Good Team-workers • Records and shares minutes of the meeting 12
    • Role of Independent Director’s  Independent directors have emerged as the cornerstones of the worldwide corporate governance movement.  Increased presence in the boardroom has been hailed as an effective deterrent to fraud and mismanagement, inefficient use of resources, inequality and unaccountability of decisions.  Most significant instrument of compliance with corporate governance.  They contribute to the board by constructively challenging the development of policy decisions and company strategies.  They scrutinize the performance of the management and hold them accountable for their actions. Their independence, on account of lack of affiliation which is likely to prejudice their decisions, allows them to fulfill these tasks more efficiently. 13
    • Our Value Proposition-‘We link Right People as professional decision mentors for your organization’ • Corporate governance • Qualified Industry professionals Riskpro management expert advisory & oversight • Subject matter experts in corporate governance • Prepare & publish enterprise mission statement • Plethora of industry wise experience in managing SME’s/ • Large unmatched database of • Enterprise policy statement to mid sized companies prospective experienced senior manage business growth engine professionals for recruitment • Enterprise succession planning • Systematic assessment of needs, comparing the • Management structure and company’s strategic plan with an level of professional qualification up-to-date profile of the skills relevant to industry and experience of the current board. • Stakeholder relations management • Understanding of the specific needs of the board and an • Legal and statutory compliance insight into the unique nature of a company — its people, its products and its strategy • SME industry interface services with right resources for the right Independent corporates SME’s Director 14
    • How you Benefit- Independent Director Onboard Clear articulation of Protect and facilitate Promoting transparent and responsibilities among exercise of shareholder’s efficient market as per laws various authorities rights Encourage active co- operation between Timely and accurate Equitable treatment of all corporation, stakeholders, disclosures on material shareholder’s including with an opportunity to matters regarding minority and foreign obtain effective redress for ownership and governance violation for their rights Better governance Strategic guidance of the Effective monitoring of leading to higher company management by the board profitability & revenues 15
    • Riskpro Clients Our Clients *Any trademarks or logos used throughout this presentation are the property of their respective owners 16
    • Team Experiences Our Experiences Our team members have worked at world class Companies *Any trademarks or logos used throughout this presentation are the property of their respective owners 17
    • RESUMES – Our team Credentials  Co-Founder - Riskpro  CA, CPA, MBA-Finance (USA), FRM (GARP) Manoj Jain  Over 10 years international experience – 6 years in Bahrain and 4 years USA  15 years exp in risk management consulting and internal audits, Specialization in Operational Risk, Basel II, Sox and Control design  Worked for Ernst & Young (Bahrain), Arab Investment Company (Bahrain), Navigant Consulting(USA), Kotak Mahindra Bank (India) and Credit Suisse(India)  Sox Compliance project for Fannie Mae, USA ( $900+ Billion Mortgage Company)  Co- Founder - Riskpro  CA (India), MBA (Netherlands), CIA (USA) Rahul Bhan  Over 15 years of extensive internal and external audit experience in India and abroad.  Worked with KPMG United Arab Emirates, PKF South Africa, Ernst and Young Kuwait, Deloitte Netherlands and KPMG India.  Worked with clients in a wide variety of industries and countries including trading, retail and consumer goods, NGO, manufacturing and banking and finance. Major clients include banks, investment companies, manufacturing organizations, aviation etc. 18
    • RESUMES - Our team Credentials  Co-Founder - Riskpro Casper Abraham  PGD (Electrical & Electronics & Computer Programming)  30 years of experience in Information & Communications Technology (ICT) Solutions for Retail, Garments, Manufacturing, Services Industries.  Has created Companies, Divisions, Products, Brands, Teams & Markets.  Consulting in Business, Technology, Marketing & Sales & Strategic Planning.  Advisory, Training, Workshops & Implementation in Systems Thinking, Systems Modeling & Balanced Scorecard  Worked with TIFR, Mahindra, Ambience, Communico-Graphique & Ionidea Inc, USA,  Sr Vice President – Risk Management MBA, PDFM,NSE-NCFM, PMP, CSSGB,ISO 9001:2000 I.A,GARP-FBR, ITILV3,CPP-BPM Hemant Seigell   Professional with 17 years of rich experience into diverse Consumer finance/ Lending operations ,Risk Management,BPMS, Consumer Banking, NBFC, Management Consulting & Housing finance in BFSI industry having successfully led key business strategic engagements across multi-product environment in APAC, Australia and US regions.  Worked with GE, ABN AMRO Bank, Citigroup, Accenture, Deutsche Postbank  Highly skilled and expert Trainer in Risk areas across Credit, Fraud, Operational, Corporate Risk management.  Specializes in Fraud Control, AML/KYC Compliance ,QA ,ERM and Regulatory governance. 19
    • RESUMES - Our team Credentials  Head - Insurance Risk Advisory services  B.sc, Associate of Indian Institute of Insurance Licensed Category A Insurance surveyor R. Gupta   26 years of experience in Insurance advisory services, Loss adjusting for large corporates,Claims management.  Has assessed more than 4500 high value insurance claims across various industry sectors.  Risk management inspection  Valuations of fixed assets for insurance purpose.  Head - Human Capital Management Nilesh Bhatia  Chartered Accountant, Lead Assessor ISO 9000, Six Sigma Trained, Trained on Situational Leadership, Trained on interviewing skills and Whole Message Model.  Over two decades of international, multi-cultural experience in finance and human resources viz. internal audit, accounting operations, accounting process review & re-designing, risk management, business solutioning, six sigma projects, talent acquisition, talent retention, organization design/redesigning, compensation and appraisal processing, employee and customer satisfaction surveys, knowledge management and finance services.  Worked with Citicorp/MGF, India Glycol, Delphi, American Express India, American Express USA, Fidelity International and Macquarie Global Finance Services India. 20
    • RESUMES - Our team Credentials  Head – Taxation Risk Advisory Rajesh Jhalani  B.Com, FCA  Senior Partner with 48 year old Delhi based Chartered Accountant firm, Mehrotra and Mehrotra  Over 19 years of experience in the field of Audit, Taxation, Company law matters.  Major clients served are NTPC, BHEL, Bank of India, PNB, Airport Authority of India etc. President – Banking & Financial Services  A senior researcher in Applied Mathematics leading to Ph.D after MSc (Mathematics), Sivaramakrishnan CWA, CAIIB  Combined experience of 25+ years in corporate banking, risk management, international trade finance, development of risk rating models, project finance, credit monitoring and NPA management  Since 2006 conducting open / in-house training on the above domains to all Top public/ new and old private sector banks, top MNC banks (India and abroad), leading NBFCs and corporates in manufacturing and financial services space; Worked on IFC (World Bank) funded projects for MSMEs in India and abroad  Worked for Bank of Baroda and ICICI Bank – bestowed Top Performer Award continuously two years during his tenure; widely travelled abroad for business relations, seminars, offering training, investor meetings, NYSE listing and for processes involving establishment of representative Office in USA 21
    • RESUMES - Our team Credentials Executive Vice President – Risk Management ( Banking & Financial Services)  A hands-on banking professional {BSc (Mathematics), CAIIB} with considerable domestic and international experience Kashi Banerjee  An aggregate experience of 24+ years across industry, mainly BFSI in several functional areas including Retail and Commercial Banking, Corporate Lending, team member of the Business Process Re-Engineering project (BPR); conceptualizing and setting up shared services centres for centralized operations for the Bank in India.  Management through ERM framework overseeing all key areas of the business through various Operational Risk tools like KRI / RCSA matrices. Managing of major project implementation of Basel II and Compliance risk framework  Directing, reviewing and advising Board of Directors on various compliance issues and representing the bank to the Central Bank regulatory offices.  Worked for ANZ Grindlays Bank, Standard Chartered, Bahraini Saudi Bank and Dubai Holdings ( subsidiary) Consultant – Information Security & IT Governance Anjay Agarwal  LLB, CA, CISA, CWA, CS, CFE and others  Over 15 years of experience in the field of Audit, Taxation, Investigations.  Specializing in the field of Systems Audit, Cybrex Audit, Computer Crime Investigations, IS Forensics  International Committee Member of Governmental and Regulatory Agencies Board and Academic Relations Committee of ISACA, USA 22
    • RESUMES - Our team Credentials Executive Vice President – Risk Management ( Banking & Financial Services) Vijayan Govindarajan  Professional Risk Manager with considerable domestic and international experience  An aggregate experience of 30 + years across industry, mainly Banking in several functional areas including Wholesale Credit Risk, Operational Risk, Trade Finance , Retail Banking and Islamic Financial Services.  Track record of setting up of excellence in the set-up, and management of credit and operational risk, compliance and credit administration functions in retail, commercial , Islamic Banking and offshore banking entities in the Middle East.  Key strength includes Corporate Credits, Risk Management in IT, implementation of Risk Management module in core banking Bank’s Policies, procedures, Country Risk. Played an active role in 3 core banking software implementations  Worked for a Private Sector Bank in India, ABN AMRO Bank, Bahrain, Bank Muscat Bahrain and BMI Bank Bahrain as AGM Risk Management.  Specialist Risk Consultant – ERP & IT Compliance Gourav Ladha  SAP Certified, MBA (Finance), SAP Security trained (from SAP India), SAP GRC Access Controls trained (from SAP India)  Over 7 years of experience working in the area of ERP/IT Risk advisory, primarily focusing on SAP, for ‘Fortune 500’ clients in around 8 countries including US, UK, UAE, Hong Kong, etc  Specializes in SAP Risk & Controls Advisory, SAP Business Process Controls Audit, SAP Security & Segregation of Duties Control Audit, ERP Trainings,  Strong Industry experiences ranging from Beverages, Insurance, Energy, FMCG, Pharmaceutical, Retail, Telecommunication to IT Services  Worked for risk advisory teams of reputed organizations like Ernst & Young, EXL Services 23
    • RESUMES - Our team Credentials  Vice President & Head – IT Risk Advisory Ravikiran Bhandari  Over 14+ Years of Experience in Information Security and Risk Management & CISM certified  Headed the Global Information Security team of Daimler (Mercedes-Benz) Worldwide at Bangalore for 9 years, previously worked at organization like Wipro, Bangalore Labs  Multi-sector experience including Banking, Insurance, Finance, Energy, Manufacturing, Retail, Hi-Tech & Telecom, and Automobile  Well known Ethical hacker: Was featured in BusinessWorld Magazine in an article about leading ethical hackers in India and published several articles in Print and Online Media  Rich experience in Information Security Audits across Corporations, 3rd Party Suppliers, Joint Ventures across several countries in the world including US, UK, China, Germany Vice President – Legal Risk Advisory Aashish Shrivastav   B.B.A. LL.B. (Hons.)  About half a decade experience in legal services to client’s with respect to Contract and Commercial Laws, Joint Ventures, Inbound & Outbound Investments, Private Equity Investment Transactions, Real Estate & Infrastructure, Energy and General Corporate.  Have advised various social enterprises and start ups in setting up business in India.  Worked for the leading law firms of India such as FoxMandal Little. 24
    • RESUMES - Our team Credentials  Vice President – Riskpro India Phanindra Prakash  FCA [India], ACMA [India], CFE [USA], CertIFRS [UK]  Over 16 years of extensive consulting experience which includes financial & systems audit, process transformation, implementation of internal controls, SOX compliance, fraud audits & due diligence, US-India taxation  Engaged in consulting roles as trusted advisor to finance, internal audit and information technology executives of multiple Fortune 1000 companies with project sites in US, Canada, Europe & Asia  Worked with E&Y and Deloitte Consulting in USA  Some of the major clients served internationally are GE Capital, UBS, McKesson, Eaton, Imation, Albertsons,  EVP and Head – Telecom Risk Advisory  M.Tech, IIT Kharagpur, India; IES; Doctoral study, research and teaching in Linkpoing University/Sweden; Lead Auditor (BVQI). Asok Sit  Over 30 years on International experience in networks and mobile Handsets from top global companies /institutes like ISRO, Ericsson, Nokia, Nokia Siemens Networks and based mostly in its head quarter locations in India, EU, USA.  Expertise: Setting up capability, behaviour, culture in turning Risk, Quality, Innovation for competitive advantage, customer delight and sustainability; key skill sets are Engagement, Handholding, Coaching, Mentoring and lot of best practices, benchmarking/standards like CMMI, TL9000, Six Sigma, ISO, SAS 70 etc. 25
    • RESUMES - PARTNERSHIPS  Specialist Risk Consultant – Business ContinuityAndrew Hiles  Founder and 15-year Chairman of Survive, the first international user group for Business Continuity professionals  Founding director and first Fellow of the Business Continuity Institute  Over 25 years international consulting expertise in Risk, Crisis, Emergency, Incident, and Business Continuity and ICT Disaster Recovery Management  Multi-sector experience including Banking, Insurance, Finance, Oil, Gas, Energy, Manufacturing, Retail, Hi-Tech & Telecom  Western Press Award for services to business, 1994; BCI/CIR nomination for lifetime achievement in BC, 1999, London; inducted into BC Hall of Fame by CPM magazine, 2004, Washington DC.  Specialist Risk Consultant – Enterprise Risk ManagementChris E. Mandel  Highly skilled risk and insurance professional with 25 years of experience designing, developing and implementing large, global corporate risk management programs for Fortune 500 firms.  Principal Consultant and Founder - Excellence in Risk Management, LLC. (Texas, USA) Co- founder and EVP, Professional Services, rPM3 Solutions, LLC (Maryland, USA).  Past experiences include Head of Global Risk Management for USAA, PepsiCo/Tricon Global and American National Red Cross  Additional risk and insurance experience at Verizon Corp,. Marsh USA and Liberty Mutual Insurance Co.  2004 Risk Manager of the Year – 2007 recipient of the Alexander Hamilton Award for “Excellence in ERM” (at USAA) – former President, Risk and Insurance Management Society, Inc. 26
    • RESUMES - Advisors Credentials  Founder partner of Mehrotra and Mehrotra, a 48 year old CA firm in India Mr. MP Mehrorta  B.Com, FCA, LLB  Over 48 years of experience in audits, taxation, legal matters, loan syndication etc.  Trustee of Cochin Port Trust, Member of Task Force for MOUs, Ministry of Heavy Industries & Public Enterprises, Govt. of India, Ex- Member of Central Board of Trustees, Employees’ Provident Fund Organisation (EPFO), Ministry of Labour, Govt. of India, New Delhi.  Ex - Director, Canara Bank  Practicing chartered accountant in Delhi  CA, ICWA Mr. PK Gupta  Over 35 years of professional experience.  Trustee, Kargil Shaheed Smarak Samiti  Hon. Treasurer, World Academy of Spiritual Sciences (WASS).  Panel Arbitrator, International Centre for Alternative Dispute Resolution  Arbitrator, Cement Corporation of India  Arbitrator, Bombay Stock Exchange Limited  Arbitrator, Central Depository Services (India) Limited  Arbitrator’s Panel of Indian Council of Arbitration 27
    • Key Contacts Corporate Mumbai Delhi Bangalore Riskpro India Manoj Jain Rahul Bhan Casper Abraham Ventures (P) Limited Director Director Director M- 98337 67114 M- 99680 05042 M- 98450 61870 manoj.jain@riskpro.in rahul.bhan@riskpro.in casper.abraham@riskpro.in info@riskpro.in www.riskpro.in Sivaramakrishnan Hemant Seigell Vijayan Govindarajan President – Banking & FS SVP – Risk Management EVP – Risk Management C 561, Defence colony M- 98690 19311 M- 99536 97905 M- 99166 63652 New Delhi 110024 smaran.iyer@riskpro.in hemant.seigell@riskpro.in vijayan.govindarajan@riskpro.in Ahmedabad Pune Kolkata Gurgaon Maulik Manakiwala M.L. Jain Kashi Banerjee Nilesh Bhatia Associate Firm Principal – Strategy Risk EVP – Risk Management Head – Human Capital Mgt. M – 98256 40046 M- 98220 11987 M- 98304 75375 M- 98182 93434 mljain@riskpro.in kashi.banerjee@riskpro.in nilesh.bhatia@riskpro.in Gourav Ladha Sap Risk Advisory M- 97129 52955 Salem Ghaziabad Agra Hyderabad Chandrasekeran R Gupta Alok Kumar Agarwal Phanindra Prakash Recruitment franchisee Head – Insurance Risk Associate Firm Member Firm M – 94435 99132 M- 98101 07387 M- 99971 65253 M- 95500 61616Copyright- © 2012 Riskpro ,India .All rights reserved. 28
    • Key Contacts (Continued) Corporate Bangalore Gurgaon Riskpro India Ravikiran Bhandari Asok Sit Ventures (P) Limited VP – IT Risk Advisory M- 99001 69562 EVP, Head – Telecom Risk Advisory ravikiran.bhandari@riskpro.in M- 98105 03463 info@riskpro.in www.riskpro.in asok.sit@riskpro.in C 561, Defence colony New Delhi 110024Copyright- © 2012 Riskpro ,India .All rights reserved. 29