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.
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.
Corporate Governance is one of the important criteria for foreign institutional investors to decide on which company to invest in. The corporate practices in India emphasize the functions of audit and finances that have legal, moral and ethical implications for the business and its impact on the shareholders
In this presentation i have collected all theories portion for the students as well as teacher
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.
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.
Corporate Governance is one of the important criteria for foreign institutional investors to decide on which company to invest in. The corporate practices in India emphasize the functions of audit and finances that have legal, moral and ethical implications for the business and its impact on the shareholders
In this presentation i have collected all theories portion for the students as well as teacher
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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Unveiling the Secrets How Does Generative AI Work.pdfSam H
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Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
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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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Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
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Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
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Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
2. FIRST LETS KNOW WHAT IS
CORPORATE GOVERNANCE BRIEFLY
AND QUICKLY !!
It is a system by which corporations are directed and
controlled.
It specifies the distribution of rights and responsibilities
among different participants in the corporation.
It states the rules and procedures for making decisions in
corporate affairs.
It provides the structure through which corporations set
and pursue their objectives
It involves the alignment of interests among the
stakeholders.
Basically it is a mechanism for monitoring the actions,
policies and decisions of corporations.
3. SHRI NARAYAN MURTHY COMMITTEE’s
REPORT ON CORPORATE GOVERNANCE
Lets study this as a short story……..
4. Once upon a time while analyzing the financial
statements of companies and the reports on corporate
governance, SEBI observed that their quality was not
uniform.
So SEBI thought of reviewing the existing code of
corporate governance.
It called for SHRI NARAYAN MURTHY for the same, thus
a committee was set up under him.
SEBI wanted to review the performance of corporate
governance and bring more of transparency and integrity
about the market within the companies so that they do not
respond to unwanted rumors and other price sensitive
information.
So SHRI NARYAN MURTHY set on his given task laid
down some mandatory and non-mandatory
recommendations
LETS SEE WHAT WERE THEY………
5. Mandatory recommendations discussed were :
Audit committee of each PUBLIC LISTED companies should
review their :
• Financial statements and draft audit reports, including quarterly/half yearly
information.
• Management discussion and analysis of financial condition and the results of
operations.
• Report relating to compliance with laws and risk management.
• Management letter/s of internal control weaknesses issued by records of related
party transactions which should be formally approved and rectified by the Audit
Committee.
Proceeds from initial public offerings:
• The companies raising money through initial public offering, should disclose to the
audit committee the uses/application of funds under major heads on a quarterly basis.
Risk Management:
• Its necessary for the company to know their Risks involve as there are many
stakeholders and shareholders who invest in and expect from the company.
•Every quarter, documenting the business risks faced by the company, measures to
address and minimize such risks, and any limitations to the risk taking capacity of the
firm should be approved by the BOARD.
6. CONTINUED……
Compensation to non executive directors to be approved by the shareholders in
general meeting.
Requirement of proper disclosures of details of compensation.
Whistle blower policy to be in place in a company (freedom to company’s
personnel to approach the audit committee without necessarily informing the
superiors if they observe an unethical or improper practice, protection for the
complainant from retaliation etc.
Non-Mandatory recommendations discussed
were :
Moving to a regime providing for unqualified corporate financial statements
Training of board members
Evaluation of non-executive director’s performance by a peer group comprising the
entire board of directors.
7. AT THE END OF THE STORY…..
When NARAYAN MURTHY reports were submitted to SEBI, It
praised him by saying, "The suggestion contained in the Narayana Murthy
Committee’s report is more elaborate and this would encourage a meaningful
discussion at the board level periodically and the company will have the benefit of
advice from board members.”
LATER SEBI approved modifications in clause49 of Listing Agreement to give effect to the
recommendations of Shri N.R. Narayana Murthy Committee‘s
report on corporate governance.
SEBI issued a circular dated August 26, 2003 to
all the stock exchanges in this regard. The revised clause-49
contains the sub-clause as per the existing clause-49m as
well as new sub-clauses and the provisions of revised clause49 were effective from April 1, 2004