here is a ppt based upon Bangalore central university 3rd em MCOM syllabus for Business ethics. it contains details about changes as per companies act 2013

2. 
 Changes in corporate governance as per Companies
Act 2013
1. Composition of board of directors
2. Additional disclosure by directors
3. Duties of directors
4. Composition of Board of Committee
5. Findings and suggestions
6. Conclusion
7. Bibliography
Index

3. 
 The main theme of Corporate governance is to
integrate sound management policies in the
corporate framework in such a manner to bring
economic efficiency in the organization in order to
achieve Twin Goal :
 Profit maximization
 Share holders welfare
Changes in Corporate
Governance As per
Companies Act 2013

4. 1.1 Number Of
Directors :
A company can appoint more than 15 directors after
passing a “Special Resolution.“
 Key Take Away :
Allows companies to Increase the maximum No. of Directors which
would ensure greater flexibility to companies
1. Composition of board
of directors
Minimum Maximum
Public Company 03 15
Private company 02 15
One Person
company
01 01

5. 1.2 Resident Director :
Every company is required to have at least 1 director
who has stayed in India for a total period of not less
than 182 days in Previous calendar year.
 Key Take Away :
A Move to Ensure that
the board doesn’t comprise
entirely of Non-Resident
Directors.
The Company’s Act 2013 requires companies to
have the following class of Directors

6. 
Every listed Company
1/3rd of total number
should be of Independent
director
Special Cases for unlisted public
company requires at least 2
independent director:
I. Paid up capital > than Rs.
10crores.
II. Having Turnover >
Rs.10crores.
III. If the aggregate of all O/S
loans, debentures & deposits >
Rs.50 crores
1.3 : Independent Director :
CA Act of 1956, did not
required companies to appoint
Independent Director.

7. 
1.4 Women Director :
Every listed Company
Special Cases for unlisted public
company based on latest audited
Financial statements
I. Paid up capital > than
Rs. 100crores.
II. Having Turnover >
Rs.300crores.
The Following class are required to appoint at
least one woman Director

8. 

9.  Every listed Company may
appoint a small share holders
director to be elected by the
Small share holders.
 I.E. Shareholders having
shares of Nominal value of
Less than Rs.20,000. Such 1000
shareholders.
Or
 1/10th of total number of such
share holder WEL.
Or
 On a voluntary Basis
1.5 Small Share Holder’s Director :

10. 
 In case of listed company and every other public
company having paid up share capital of
RS.25Crores or more.
The report Of B.O.D should include A
statement indicating the manner in which formal
annual evaluation has been made
 by them ( BOD)
 Its Committees
 Individual directors.
2. Additional Disclosure In the
report of B.O.D

11. 
3. Duties Of Directors

12. 
4. Composition of Board of Committee
Audit
Committee
Nomination
&
remuneration
Committee
Stakeholder’s
relationship
Committee
CSR
Committee
Governing
Section
177 178 178 135
Compositi
on
Min 3
(majority of
independent
director)
Min 3 or more
Non executive
director , < ½
be
independent
director
A Non
executive
director +
other decided
by board
Min 3
Executives
and at least
1
independen
t director
Terms of
Reference
To be specified
in writing by
the Board
Appropriate
performance
Benchmark
To resolve the
grievances of
security
holders of the
company
To endorse
CSR
strategy and
reveal the
substance
in the board

13. 
Stakeholder’s
relationship
Committee
CSR Committee

14. 
5. Findings and suggestions

15. 
6. Conclusion
 Under the companies Act 2013 ,
with regards to the better
Corporate Governance
Motivation, the part of the board
turns out to be basic.
 Numerous arrangements
relating to the autonomy of
chiefs, inspections, strict
exposure standards and
insurance of financial specialists
will have wide ramification and
acquire more net-worth, straight
forwardness and responsibility
in the working organization
 and in mean time limit the
occurrence of corporate cheats.

16. 
 Borad S, Companies Act 2013
 Companies Act report 2013 : blogspot.com
 GK today Report on corporate Governance
 Study reports
 Business ethics By Himalayan publications
Bibliography :

17. “ A Good Corporate Governance is
about being “Proper and Prosper.”
BY,
Suman Kumari C
3rd Sem M.Com