This document discusses corporate governance in India and provides an overview of key committees and reports that have shaped corporate governance practices in India. It defines corporate governance and outlines its main principles. It also discusses important players like the board of directors, shareholders, and regulators. Furthermore, it summarizes some of the major milestones in India's journey toward better corporate governance standards, including key committees like the Confederation of Indian Industries Code in 1997 and the Kumar Mangalam Birla Committee Report in 2000 that introduced Clause 49.
Role of board of directors -Corporate GovernanceRehan Ehsan
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.
Role of board of directors -Corporate GovernanceRehan Ehsan
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.
The Cadbury Committee was set-up in May 1991 by the Financial Reporting Council of the London Stock Exchange.
The committee published its report in December 1992.
Adrian Cadbury the chairman of the Cadbury committee.
The report sets out recommendations on the arrangement of company boards and accounting systems to mitigate corporate governance risks and failures.
The recipient of a juris doctor from the University of Illinois-John Marshall Law School in Illinois, Robert Heist is the owner and principal attorney at R. Connor & Associates, P.C. and the Chairman of the Board at Hershey Trust Company and leading the way with corporate governance as a NACD Governance Fellow. Attorney Robert Heist has practiced in the area of general corporate laws, including corporate governance, corporate compliance, and mergers and acquisitions.
DISCUSSING ON VARIOUS RULES AND REGULATIONS MADE BY THE DIFFERENT COMMITTEES WITH RESPECT TO CORPORATE GOVERNANCE SO AS TO MAKE THE COMPANIES IMAGE IN A BETTER WAY FOR THE FUTURE GROWTH AND TO IDENTIFIED BY THE STAKE HOLDERS.
This presentation is about stock exchange.Stock exchange is an organisation and body of individuals whether incorporated or not established for the purpose of assisting,regulating,and controlling of business in buying ,selling and designing securities
The Cadbury Committee was set-up in May 1991 by the Financial Reporting Council of the London Stock Exchange.
The committee published its report in December 1992.
Adrian Cadbury the chairman of the Cadbury committee.
The report sets out recommendations on the arrangement of company boards and accounting systems to mitigate corporate governance risks and failures.
The recipient of a juris doctor from the University of Illinois-John Marshall Law School in Illinois, Robert Heist is the owner and principal attorney at R. Connor & Associates, P.C. and the Chairman of the Board at Hershey Trust Company and leading the way with corporate governance as a NACD Governance Fellow. Attorney Robert Heist has practiced in the area of general corporate laws, including corporate governance, corporate compliance, and mergers and acquisitions.
DISCUSSING ON VARIOUS RULES AND REGULATIONS MADE BY THE DIFFERENT COMMITTEES WITH RESPECT TO CORPORATE GOVERNANCE SO AS TO MAKE THE COMPANIES IMAGE IN A BETTER WAY FOR THE FUTURE GROWTH AND TO IDENTIFIED BY THE STAKE HOLDERS.
This presentation is about stock exchange.Stock exchange is an organisation and body of individuals whether incorporated or not established for the purpose of assisting,regulating,and controlling of business in buying ,selling and designing securities
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
Need for constitution of committees - Dr S. ChandrasekaranD Murali ☆
Need for constitution of committees - Dr S. Chandrasekaran - - Article published in Business Advisor, dated July 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
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.
its thorough Corporate governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The shareholders’ role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure is in place.
The responsibilities of the board include setting the company’s strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship.
Corporate governance is therefore about what the board of a company does and how it sets the values of the company, and it is to be distinguished from the day to day operational management of the company by full-time executives.
In the UK for listed companies corporate governance it is part of the legal system as the latest UK Corporate Governance Code applies to accounting periods beginning on or after 1 January 2019 and,, applies to all companies with a premium listing of equity shares regardless of whether they are incorporated in the UK or elsewhere.
But good governance can have wider impacts to the non listed sector because it is fundamentally about improving transparency and accountability within existing systems. One of the interesting developments in the last few years has been the way in which the ‘corporate’ governance label has been used to describe governance and accountability issues beyond the corporate sector. This can be confusing and misleading as UK Corporate Governance has been built and developed to deal with the governance of listed company entities and not designed to cover all organisational types that may have different accountability structures.
Many academic studies conclude that well governed companies perform better in commercial terms.
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Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
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In the Adani-Hindenburg case, what is SEBI investigating.pptxAdani case
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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
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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
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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)
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5. 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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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
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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.
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10. Confederation of Indian Industries
Code (1997)
National Task Force Chaired by Rahul Bajaj.
Desirable Code of Corporate Governance
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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
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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.
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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%.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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
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26. 8. Liability of Directors & Employees
9. Shareholder Activism
10. Media as a stakeholder
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