NARAYANA MURTHY CORPORATE GOVERNANCE COMMITTEE REPORT 2003

1. PRESENTED BY :
BABY Y
1ST M.COM
Under the guidance of
Sundar B. N.
Asst. Prof. & Course Co-ordinator
GFGCW, PG Studies in Commerce
Holenarasipura

2.  Introductions
 Narayan Murthy Committee Report (2003)
 Recommendations
 Non Recommendations
 Conclusion
 Reference.

3. The CII Code (1998)
 In December 1995 CII setup a task Force to
design a country code of corporate
governance.
 The final draft of this code was widely
circulated in 1997
 The final draft of this code was widely
circulated in 1997
 In April 1998 the code was released. It was
called describe corporate Governance: A
Code
Introduction :

4.  The SEBI committee on corporate Governance was constituted under
the chairmanship of Shri.N.R. Narayan Murthy. Chairman of Chief
mentor of Infosys Technologies limited to i…. suggests measures to
improve corporate governance standards.
 The code was country contained detailed provision of toured on listed
companies
Narayan Murthy report on corporate
Governance

5. Recommendation :
• Mandatory recommendation
• Non Mandatory recommendation

6. Mandatory Recommendations
 Audit Committee
 Related party transactions.
 Proceeds from initial public offering.
 Risk Management
 Code of conduct
 Nominee Director
 Compensation to non executive directors
 Whistle blower policy

7. Audit Committee
a. Financial statements and draft audit report.
b. Management discussions and analysis of financial condition result of operations.
c. Management letters of internal control weaknesses issued by internal auditors.
d. Records of related party transactions.
Related party transaction
• The statement disclosing the basis for various types of transactions entered into
with related particle should be prepared & submitted for the information of the
Audit committee.
Proceeds from initial public offering
• The Companies raising money through initial public offering should
discourse to the audit committee the uses/application of funds under major
heads on a quarterly basis.
Risk management
• Procedures should be in place to inform board members about the risk
assessment & minimization procedures.
• This document should be formally approved by the board.

8. Code of conduct
It was suggested that there should be a written code of board members further there
should be written code of conduct for senior risk financial personal including the CEO
treasures & financial controlled.
Nominee directors
There shall be no nominee directors.
If an organization wishes to appoints a directors on the board such appointment
should be made by the share holders.
Nominee of the government on public sector companies shall be similarly elected &
shall be subject to the same responsibilities and liabilities as other directors.
Compensation to non executive directors
Compensation to non executive directors to be approved by the shareholders in
general meeting.
Whistle blower policy
Whistle blower policy to be in place in a company.
Personal to approach the audit committee.

9. Non- Mandatory Recommendation
• Audit Qualification.
• Training of board of directors.
• Evaluation of board performance.

10.  Audit Qualification: Companies should be encouraged to move towards a
regime of unqualified financial statement.
 Training of board of directors: Companies should be encourages to train their
board members in the business.
 Evaluation of board performance: The performance evaluation of the non-
executive directors should be by a peer group comprising the entire board of
directors.

11. CONCLUSION:
 Strengthening of Corporate governance frame work.
 Higher transparency in the functioning of the Company.
 Protection for whistle blower against termination or unjust treatment.

12. Reference :
1. Introduction to Narayan Murthy Committee (Retrieved
http://enm.wiispesia.org ) Date :03/04/2021
2. Narayan Murthy Committee reports 2003 (Retrieved from
https://www.slideshare.net ) Date: 03/04/2021