Cg Code
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The document outlines corporate governance guidelines and codes for companies including: 1. Requiring at least annual general shareholder meetings with specified agendas and information provided. 2. The management must provide documents and reports to the board including briefing the board on strategic decisions that could impact finances. 3. The board must specify the management's information and reporting duties in detail and ensure confidentiality is followed. 4. Disclosure requirements, management compensation, conflicts of interest policies, and financial reporting standards are also covered.
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- Private and public limited companies in India must undergo annual audits of their financial statements by a chartered accountant. This process ensures compliance with legal requirements and proper accounting practices.
- The statutory duties of an auditor include giving an independent opinion on the accuracy of the company's financial statements and assessing if they were prepared according to accounting standards. The auditor must also check for compliance with relevant laws.
- Company directors are responsible for preparing accurate financial statements according to International Financial Reporting Standards and for making sure proper accounting records are maintained. They must also safeguard company assets and take steps to prevent fraud.
- Regular audits provide several advantages like ensuring compliance, improving business systems, enhancing credibility with stakeholders, detecting
Listed entities amendments clauses 35 b , 49 of the equity listing agreement
The document summarizes key amendments to Clauses 35B and 49 of the Listing Agreement regarding corporate governance requirements for listed companies in India. Some highlights include:
- Listed companies must provide e-voting facilities to shareholders for resolutions at general meetings.
- Clause 49 provisions relate to board composition and responsibilities, audit committees, related party transactions, and other disclosures.
- Independent directors are subject to stricter criteria and term limits, and boards must conduct performance evaluations.
- Material related party transactions require audit committee and shareholder approvals.
- Extensive disclosures are required regarding directors, board meetings, remuneration, financial statements, and compliance with governance norms.
U S C G
The document outlines several core corporate governance policies including that 2/3 of directors should be independent, corporations should disclose information to assess director independence, and have audit, nominating, and compensation committees. It also states that major decisions affecting shareholder value should require a majority vote of outstanding common shares.
Company law
The document discusses corporate governance and the stakeholders in a company. It defines a stakeholder as anyone with an interest in the company, whether as an owner or not. The main stakeholders discussed are general shareholders, directors, employees, and creditors. It then goes on to summarize the key points of Pakistan's Code of Corporate Governance from 2012, including the responsibilities of the board of directors, requirements for board meetings, and qualifications for senior financial roles.
RECOMMENDATIONS OF KUMAR MANGLAM BIRLA COMMITTEE
KUMAR MANGALAM BIRLA COMMITTEE, 1999
The Birla Committee’s recommendations consist of both mandatory recommendations and non-mandatory recommendations.
Mandatory Recommendations
Applicability: These are applicable to all listed companies with paid-up share capital of INR 3 crore and above.
Board of directors: The board of directors of a company must have an optimum combination of executive and non-eutive directors. The number of independent directors should be at least one-third in case the company has a non-executive chairman and at least half of the board in case the company has an executive chairman.
Icab lectures chapter 13, Business and Finance, ICAB
The document outlines best practices for corporate governance, including:
1. The board should include a balance of executive and non-executive directors to avoid any one group dominating decisions. Directors should receive regular training.
2. The roles of chairman and CEO should be clearly divided. Remuneration should motivate directors and be linked to performance.
3. An audit committee with at least three independent directors should oversee financial reporting, auditors, and disclosure of share trading.
4. The board should respect shareholder rights and facilitate effective exercise of those rights.
BSEC Corporate Governance Guideline-Slide show
This document discusses corporate governance guidelines for companies listed on the stock exchange in Bangladesh as established by the Bangladesh Securities and Exchange Commission (BSEC). It outlines requirements for board composition and responsibilities, including a minimum number of directors, the separation of CEO and chairman roles, and the inclusion of independent directors. It also mandates the appointment of a chief financial officer, internal auditor, and company secretary. Other guidelines cover requirements for audit committees, financial reporting and disclosure, and subsidiary company oversight. Companies are required to submit an annual compliance report on adherence to the corporate governance conditions.
presentation_corporate_governance_1487095227_104358.pptx
This document provides an overview of corporate governance. It defines corporate governance as a system used to direct and control companies with the goal of oversight, accountability and risk mitigation. The objectives of corporate governance are outlined as strengthening management oversight, balancing board skills and independence, establishing codes of conduct, safeguarding financial reporting integrity, and recognizing shareholder needs. Key principles of corporate governance frameworks are also discussed including alignment of interests, accountability, transparency, responsibility and fairness.
Corporate finance unit 5 corporate governance
This document provides an overview of corporate governance guidelines in India as outlined by SEBI. It discusses the composition and role of the board of directors and audit committee, including requirements for independent directors and financial reporting oversight. It also covers disclosure requirements, CEO/CFO certifications, corporate governance ratings, and the importance of corporate social responsibility and avoiding corporate disasters by adhering to compliance and ethics.
Analysis of Nine Pillars of Corporate Governance Principles for Small and Med...
The report involved critically analyzing the nine pillars of corporate governance for SMEs in Dubai, providing recommendation for strengthening the principles as well as comparison with OECD Principles of Corporate Governance, Commonwealth Association for Corporate Governance and Corporate Governance principles in India.
C G Transparency
The document discusses key principles and guidelines related to corporate governance. It outlines principles from organizations like OECD on equitable treatment of shareholders, board responsibilities, transparency and disclosure. It also discusses concepts like related party transactions, risk management, and the roles of directors, auditors and investors in ensuring good corporate governance. The board should act with high ethical standards and in the best interests of the company and shareholders.
Article on audit committee and financial reporting in corporate
The document discusses the roles and responsibilities of audit committees in financial reporting in India. It states that audit committees are responsible for overseeing financial reporting processes and ensuring transparency and accuracy of financial disclosures. They monitor internal controls, risk management, and anti-fraud systems. An effective audit committee that meets regularly can improve financial reporting quality by verifying accounting records. The document provides an overview of audit committee composition, duties, and the importance of their role in providing oversight of companies' financial positions.
Role of board of directors -Corporate Governance
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
Cg Transparency
The document discusses key principles of corporate governance including equitable treatment of shareholders, consideration of stakeholder interests, and ethical decision making. It outlines recommendations from organizations like OECD on ensuring good corporate governance through practices such as board oversight, transparency, and disclosure. The document also discusses issues related to governance in India such as board responsibilities, requirements for disclosing financial and operating results, and the role of independent directors.
CLAUSE 49 OF SEBI LISTING AGREEMENTS
The document summarizes amendments to Clause 49 of the listing agreement with SEBI regarding corporate governance. Key points include:
1) The amendments aim to strengthen corporate governance frameworks and protect minority shareholder rights in line with the new Companies Act.
2) Board composition requirements include having at least one woman director and 50% non-executive directors, including a minimum of one-third independent directors.
3) Independent directors must meet stringent criteria and are limited to a five-year term with the option of reappointment through a special resolution.
4) Other requirements include minimum board and committee meetings, separate meetings for independent directors, constitution of audit and other mandatory committees.
5) Extensive disclosure
Entrepreneurship: the final harvest of a new venture
The document compares early and delayed entry succession strategies for privately held businesses. Early entry allows successors to gain intimate familiarity with the business but can cause conflicts if owners have trouble relinquishing control. Delayed entry allows successors' skills to be judged more objectively but they may lack business-specific expertise. Developing an effective succession plan involves understanding the business context, identifying successor qualities, and creating a written succession strategy that addresses liquidity events like an initial public offering. The SEC registration process for an IPO is also detailed.
Narayan Murthy Committee Report 2003 on Corporate Governance
The document outlines the evolution of corporate governance codes and regulations in India over time. It discusses reports and committees from 1995 onwards that developed voluntary and mandatory codes, including the CII code in 1998, SEBI committee reports in 2000 and 2002, and the Narayana Murthy committee in 2003 which laid out mandatory and non-mandatory recommendations for listed companies around audit committees, related party transactions, and other governance issues.
Similar to Cg Code (20)
Listed entities amendments clauses 35 b , 49 of the equity listing agreement
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More from purval
Retail Sector In India
The document discusses the Indian retail sector. It outlines the evolution of retail in India from barter systems to modern organized retail chains and malls. It also discusses key players in the Indian retail space, factors driving growth in the sector, challenges faced, and strategies adopted by major retailers like Kishore Biyani to succeed in India.
Ethics And Functional Areas Finance
The document outlines various unethical practices across finance, accounting, costing, and auditing functions in business. Some examples include overestimating budgets and capital utilization, siphoning funds for personal gain, showing inflated salaries and vendor bills, reducing reported costs by ignoring factors like rejects and downtime, and helping conceal black money or reduce taxes through the audit process.
Ethics And Functional Areas H R M
The document outlines several unethical practices related to human resource management (HRM) in four functional areas: recruitment, training, administration, and industrial relations (IR). Some examples given include nepotistic recruitment, providing inadequate training, showing favoritism in promotions and procurement, and intentionally prolonging or exacerbating industrial disputes for personal gain. The document suggests these practices undermine merit-based, fair, and productive HRM.
Company C S R
Wipro Ltd had income of Rs 7500 Cr and net profit of Rs 1500 Cr in 2005-2006. Its CSR initiative called Wipro Cares focuses on education and community development programs, including learning enhancement programs in underprivileged schools and a learning center for underprivileged children. It also provides rehabilitation support for survivors of natural disasters. Tata Consultancy Services had income of Rs 8000 Cr and net profit of Rs 1800 Cr in 2005-2006. Its CSR activities focus on areas like education, environment, and infrastructure development. It has policies around optimizing resource usage and increasing environmental awareness.
Business Ethics
Business ethics involves systematically studying and establishing standards of right and wrong behavior in business. It aims to define moral standards, apply moral judgments to human conduct, and suggest ethical behaviors. Business ethics is important because unethical practices like corruption and violation of public conduct principles have increased as business competition has intensified. Studying business ethics can help businesses operate responsibly and build trust, goodwill, and long-term success.
C G Intro
Corporate governance is the system by which companies are directed and controlled. It establishes accountability among shareholders, management, and stakeholders. The history of corporate governance began in the 1990s in the UK as companies grew larger and share ownership became more institutional. The need for corporate governance rose further due to increased fraud, privatization, foreign investment, and competitive pressures. In India, large family-owned businesses traditionally dominated but economic reforms since 1991 have emphasized corporate governance more to professionalize management and increase transparency, accountability, and investor protection.
Trouble
Directors can get into trouble if they join boards for the wrong reasons like prestige or power rather than having the competency and time for the role. Key issues include a lack of understanding of director responsibilities and applicable laws, conflicts of interest that prioritize personal gain over shareholders, failure to stay informed on company matters, and insider trading violations. Collective board problems also arise from poor oversight and leadership, inadequate management involvement, entrenchment of long-tenured directors, and internal conflicts that hamper smooth functioning. Directors must understand the business, remain independent and avoid conflicts to effectively govern in the interests of shareholders.
I T C 1
ITC is an Indian conglomerate with diversified businesses including cigarettes, hotels, paper, packaging, agriculture, food, IT, apparel, personal care, and other FMCG products. ITC has numerous corporate social responsibility initiatives focused on rural development in India, including e-Choupal which provides farmers with market and agricultural information, social forestry programs, watershed development, women's empowerment through microcredit loans, livestock development, primary education assistance, and maternal and child healthcare. ITC's goal with these programs is to improve livelihoods and empower rural communities across India.
Carroll Model
Carroll's Pyramid of Social Responsibility outlines four types of responsibilities for businesses: economic, legal, ethical, and philanthropic. At the base is economic responsibility to be profitable. The next level is legal responsibilities to obey laws. Then ethical responsibilities to do what is right and avoid harm. The top level is philanthropic responsibilities to improve society and quality of life.
C G Code
This document outlines corporate governance guidelines for companies, including:
1. Requiring at least annual shareholder meetings, providing documentation, and facilitating shareholder voting.
2. Requiring management to regularly brief and get board approval for important decisions, and inform the board of strategic, financial, and risk management issues.
3. Establishing requirements for board independence, formation of committees like audit, and guidelines for compensation, conflicts of interest, and financial reporting.
Corp Ethical Behavior
There are several factors that can lead to unethical corporate behavior, such as increased competition, pressure to earn profits, ambiguous situations, and corruption. Companies can build an ethical infrastructure by having strong commitment from top management, a code of ethics, ethics training, audits and reviews, and an ethics officer. Ethical decision making involves identifying problems, generating solutions, evaluating alternatives while considering ethics, selecting an option, and implementing it. Managers should follow personal and industry codes of ethics, be honest in advertising, deal fairly with customers, ensure safety, deliver quality, and follow rules and laws.
C S R First World Report
According to a first world report on corporate social responsibility:
Only a small percentage of companies published social reports or had codes of ethics, suppliers codes, or environmental policies in place. Larger companies and those in certain industries like telecom performed better on CSR measures than smaller or service companies. Factors like having a CSR manager, ethics training, and paying better wages were linked to higher CSR scores. However, CSR was still largely viewed as charity and progress on it over time was surprisingly lacking across many companies globally.
Ethics And Functional Areas Mktg
The document outlines various unethical practices across several functional areas of business including sales, advertising & promotion, after sales service, and marketing research. Some examples provided include not providing the product as ordered, hiding costs from customers, changing product specifications or terms without informing customers, exaggerating product benefits in advertisements, providing substandard or different products than advertised, and conducting biased or low quality marketing research. The document suggests businesses should avoid these practices and act ethically in all areas of operations.
Capital Structure
A corporation finances itself through a combination of equity and debt. The capital structure should be designed to maximize the long-term market valuation of the firm. The determinants of a company's capital structure include the type of assets being financed, the nature of the industry, the degree of competition, potential for obsolescence, the product life cycle stage, financial policies, past capital structure decisions, issues of corporate control, and credit ratings.
Ethics And Functional Areas Hrm
The document outlines several unethical practices related to human resource management (HRM) in four functional areas: recruitment, training, administration, and industrial relations (IR). Some examples given include nepotistic recruitment, providing inadequate training, showing favoritism in promotions and procurement, and intentionally prolonging or exacerbating industrial disputes for personal gain. The document suggests these practices undermine merit-based, fair, and productive HRM.
Role Of Ceo In Cg
The document discusses the various roles and responsibilities of a CEO in corporate governance. As a CEO, they must use personal action and influence to make subtle cultural changes and persuade employees. They must also navigate organizational politics and competition between departments. Additionally, the CEO acts as a negotiator to increase productivity, a communicator to share the company vision, and a role model that employees emulate. Effective time management is important for CEOs, who must categorize tasks and prioritize important strategic and leadership duties.
Ethics And Functional Areas Finance
The document outlines various unethical practices across finance, accounting, costing, and auditing functions in business. Some examples include overestimating budgets and capital utilization, siphoning funds for personal gain, showing inflated salaries and vendor bills, reducing reported costs by ignoring factors like rejects and downtime, and helping conceal black money or reduce taxes through the audit process.
Ethics And Functional Areas Prod
The document outlines several unethical practices that can occur in various functional areas of a company such as production, purchasing, quality control, and research and development. Some examples given include using substandard materials, prioritizing costs over safety, accepting bribes or gifts from suppliers, failing to address quality issues, plagiarizing the work of others, and putting personal gains above the interests of the company. Upholding high ethical standards is important across all business functions to ensure the integrity and success of the organization.
Ethical Dilemma
This document discusses ethical dilemmas and approaches to resolving them. It defines an ethical dilemma as a situation that requires choosing between alternatives that both have valid moral arguments. Common types of dilemmas involve truths vs. loyalty, individual vs. community concerns, and short-term vs. long-term impacts. The document outlines several approaches to resolving dilemmas, such as utilitarian, rule-based, care-based, and virtue ethics perspectives. It also provides methods and questions to consider when facing an ethical dilemma.
Csr First World Report
According to a first world report on corporate social responsibility:
Only a small percentage of companies published social reports or had codes of ethics, suppliers codes, or environmental policies in place. Larger companies and those in certain industries like telecom performed better on CSR measures than smaller or service companies. Factors like having a CSR manager, ethics training, and paying better wages were linked to higher CSR scores. However, CSR was still largely viewed as charity and progress on it over time was surprisingly lacking.
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Cg Code
- 17. Thank You