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CORPORATE GOVERNANCE IN
INDIAN PRESPECTIVE
Presented by
George V James

1

11/20/2013
Contents
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
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11/20/2013
Meaning
Meaning of Corporate Governance can be split up as
follows:-

 Rights and equitable treatment of shareholders
 Interests of other stakeholders

 Role and responsibilities of the board

PRINCIPLES

 Integrity and ethical behaviour
 Disclosure and transparency
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11/20/2013
Definition
“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)
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11/20/2013
Principles Players of Corporate
Governance
Board of Directors
Management

Banks and lenders

Customers

Shareholders

Employees

Environment &
the community at large
Regulators

Suppliers

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11/20/2013
Features of Good Corporate
Governance
1. Clear Strategy

5. Accountability

2. Effective Risk
Management

6. Transparency

3. Discipline

7. Social Responsibility

4. Fairness

8. Self-Evaluation
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11/20/2013
India’s Journey of Corporate
Governance
 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.
7

11/20/2013
8

11/20/2013
CORPORATE GOVERNANCE
COMMITTEES IN INDIA

9

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Confederation of Indian Industries
Code (1997)
National Task Force Chaired by Rahul Bajaj.
Desirable Code of Corporate Governance

10

11/20/2013
Recommendations
1.

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.
3.

No single person should hold directorships in more than 10 listed
companies.

4.

Non-executive directors should be competent and active.

5.

Commission not exceeding 1% (3%) of net profits for a company with (out) a
11
11/20/2013
MD.
6. Attendance record of directors should be made explicit at the time of
reappointment; less than 50% no re-appointment.

7.

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.
12

11/20/2013
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%.
13

11/20/2013
Kumar Mangalam Birla Committee
Report (2000)
Set up by SEBI (for investors).
Identified 3 major constituents: Shareholders, BOD &
Management.
3 key aspects: accountability,
transparency, and
equal treatment of all stakeholders.
Introduction of Clause 49.
14

11/20/2013
Recommendations
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
expenses.

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.
15
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.

16

11/20/2013
Naresh Chandra Committee Report
(2002)
High Level Committee appointed by MCA.
A pale shadow of SOX.
Also known as the “Committee on Corporate Audit and
Governance”.
Concentrated on 3 main aspects:1. The auditor- company relationship.
2. Role of Statutory Auditors.
3. Independent Directors-role, remuneration & training.
17

11/20/2013
Recommendations
1.

Disqualifications of Audit Assignments.

2.

List of Prohibited Non-Audit Services.

3.

Compulsory Audit Partner Rotation.

4.

Auditor’s disclosure of Contingent Liabilities.

5.

Management’s certification in the event of auditor’s replacement.

6. Auditor’s annual certification of independence.
18

11/20/2013
7.

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.
19

11/20/2013
N R Narayana Murthy Committee
Report (2003)
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.

20

11/20/2013
Recommendations
1.

Training of board members.

2.

There shall be no nominee directors.

3.

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.

4.

The Board should be informed every quarter of business risk and risk
management strategies.

5.

Boards of subsidiaries should follow similar composition rules as that
of parent and should have at least one independent directors of the
21
11/20/2013
parent company.
6. Proceeds from Initial Public Offerings (“IPO”)
7.

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.

22

11/20/2013
GUESS WHO ??...

SATYENDRA DUBEY
23

11/20/2013
Naresh Chandra Committee Report
(2009)
2nd National Task Force by CII.
Satyam-Maytas Infra-Maytas Properties scams.
Improving corporate governance standards and practices
both in letter and spirit.

24

11/20/2013
Recommendations
1.

Nomination Committee.

2.

Letter of Appointment to Directors.

3.

Remuneration of NEDs & Independent Directors.

4.

Remuneration Committee.

5.

Audit Committee.

6. Separation of Offices of Chairman & Chief Executive Officer
7.

Board Meetings through Tele-conferencing
25

11/20/2013
8. Liability of Directors & Employees
9. Shareholder Activism

10. Media as a stakeholder

26

11/20/2013
ANY QUESTIONS ??......

27

11/20/2013

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CORPORATE GOVERNANCE IN INDIA

  • 1. CORPORATE GOVERNANCE IN INDIAN PRESPECTIVE Presented by George V James 1 11/20/2013
  • 2. Contents 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 2 11/20/2013
  • 3. Meaning Meaning of Corporate Governance can be split up as follows:-  Rights and equitable treatment of shareholders  Interests of other stakeholders  Role and responsibilities of the board PRINCIPLES  Integrity and ethical behaviour  Disclosure and transparency 3 11/20/2013
  • 4. Definition “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) 4 11/20/2013
  • 5. Principles Players of Corporate Governance Board of Directors Management Banks and lenders Customers Shareholders Employees Environment & the community at large Regulators Suppliers 5 11/20/2013
  • 6. Features of Good Corporate Governance 1. Clear Strategy 5. Accountability 2. Effective Risk Management 6. Transparency 3. Discipline 7. Social Responsibility 4. Fairness 8. Self-Evaluation 6 11/20/2013
  • 7. India’s Journey of Corporate Governance  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. 7 11/20/2013
  • 10. Confederation of Indian Industries Code (1997) National Task Force Chaired by Rahul Bajaj. Desirable Code of Corporate Governance 10 11/20/2013
  • 11. Recommendations 1. 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. 3. No single person should hold directorships in more than 10 listed companies. 4. Non-executive directors should be competent and active. 5. Commission not exceeding 1% (3%) of net profits for a company with (out) a 11 11/20/2013 MD.
  • 12. 6. Attendance record of directors should be made explicit at the time of reappointment; less than 50% no re-appointment. 7. 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. 12 11/20/2013
  • 13. 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%. 13 11/20/2013
  • 14. Kumar Mangalam Birla Committee Report (2000) Set up by SEBI (for investors). Identified 3 major constituents: Shareholders, BOD & Management. 3 key aspects: accountability, transparency, and equal treatment of all stakeholders. Introduction of Clause 49. 14 11/20/2013
  • 15. Recommendations 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 expenses. 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. 15 Act as bridge between Board, Statutory Auditors & Internal Auditors 11/20/2013
  • 16. 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. 16 11/20/2013
  • 17. Naresh Chandra Committee Report (2002) High Level Committee appointed by MCA. A pale shadow of SOX. Also known as the “Committee on Corporate Audit and Governance”. Concentrated on 3 main aspects:1. The auditor- company relationship. 2. Role of Statutory Auditors. 3. Independent Directors-role, remuneration & training. 17 11/20/2013
  • 18. Recommendations 1. Disqualifications of Audit Assignments. 2. List of Prohibited Non-Audit Services. 3. Compulsory Audit Partner Rotation. 4. Auditor’s disclosure of Contingent Liabilities. 5. Management’s certification in the event of auditor’s replacement. 6. Auditor’s annual certification of independence. 18 11/20/2013
  • 19. 7. 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. 19 11/20/2013
  • 20. N R Narayana Murthy Committee Report (2003) 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. 20 11/20/2013
  • 21. Recommendations 1. Training of board members. 2. There shall be no nominee directors. 3. 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. 4. The Board should be informed every quarter of business risk and risk management strategies. 5. Boards of subsidiaries should follow similar composition rules as that of parent and should have at least one independent directors of the 21 11/20/2013 parent company.
  • 22. 6. Proceeds from Initial Public Offerings (“IPO”) 7. 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. 22 11/20/2013
  • 23. GUESS WHO ??... SATYENDRA DUBEY 23 11/20/2013
  • 24. Naresh Chandra Committee Report (2009) 2nd National Task Force by CII. Satyam-Maytas Infra-Maytas Properties scams. Improving corporate governance standards and practices both in letter and spirit. 24 11/20/2013
  • 25. Recommendations 1. Nomination Committee. 2. Letter of Appointment to Directors. 3. Remuneration of NEDs & Independent Directors. 4. Remuneration Committee. 5. Audit Committee. 6. Separation of Offices of Chairman & Chief Executive Officer 7. Board Meetings through Tele-conferencing 25 11/20/2013
  • 26. 8. Liability of Directors & Employees 9. Shareholder Activism 10. Media as a stakeholder 26 11/20/2013

Editor's Notes

  1. Audit committee-at least 3 members all non-executive