This presentation describes the key highlights of the draft Saudi Arabian Corporate Governance Regulations, published by the Ministry of Commerce and Investment and the Capital Market Authority.
Board Structure, Board Independence, and Board Diversity (Bangladesh vs. India)Jahangirnagar University
1) Bangladesh and India both require boards of directors to have independent directors, separation of the chair and CEO roles, and nomination and audit committees. However, Bangladesh does not have quotas for women on boards while India mandates at least one female director.
2) Key differences in board structure between the two countries include Bangladesh allowing 5-20 directors while India requires at least one-third be independent, and Bangladesh having qualification criteria for independent directors.
3) Both countries require the nomination committee to consider board diversity but only India legally mandates female representation on boards.
The document summarizes various committees and frameworks related to corporate governance in India and globally. It discusses the Cadbury Committee (1991) in the UK, the Kumar Mangalam Birla Committee (1999) in India, and the CII Task Force chaired by Mr. Naresh Chandra (2009) in India. It also provides an overview of the OECD's work developing corporate governance principles globally. The key recommendations of these various bodies focused on board composition and responsibilities, separation of CEO and chairperson roles, audit functions, and shareholder rights.
The Code of Corporate Governance establishes rules for listed companies in Pakistan regarding their board of directors, financial reporting, auditing, and corporate ownership structure. It requires boards to include independent directors, sets qualifications for directors and financial officers, and mandates quarterly financial reporting, audit committees, and limits on auditor share ownership. The code aims to improve transparency, accountability, and protections for investors in Pakistani public companies.
Corporate governance guidelines and disclosures in India have evolved over time due to unethical business practices, globalization, and privatization. The key events include the Confederation of Indian Industry releasing a voluntary code in 1998, the Securities and Exchange Board of India mandating the Birla Committee's code for listed companies in 2000, and modifications to the Companies Act and accounting standards to improve transparency. Current guidelines mandate standards for board composition and meetings, information supplied to boards, audit committee composition and functions, and extensive financial and ownership disclosures to shareholders. Adherence to ethical values across all stakeholders is seen as important for effective governance.
The document discusses the history and development of corporate governance guidelines in India. It began with voluntary codes developed by industry groups like CII in the late 1990s. Regulators like SEBI then began introducing mandatory guidelines for listed companies regarding board structure, financial disclosures, related party transactions, and other areas. The guidelines aimed to increase transparency and accountability of companies following several corporate scandals. The document also discusses models of corporate governance and provides an example of a well-governed Indian company, Infosys.
This document summarizes the six key principles of corporate governance as established by the Organisation for Economic Cooperation and Development (OECD). It outlines the principles of ensuring an effective governance framework, equitable treatment of shareholders, the role of institutional investors and intermediaries, consideration of stakeholder interests, disclosure and transparency, and board responsibilities. The principles call for legal and regulatory frameworks that promote transparency and market integrity, protection of shareholder rights, management of conflicts of interest, fair treatment of all stakeholders, and establishment of ethical standards and oversight by boards of directors.
Board Structure, Board Independence, and Board Diversity (Bangladesh vs. India)Jahangirnagar University
1) Bangladesh and India both require boards of directors to have independent directors, separation of the chair and CEO roles, and nomination and audit committees. However, Bangladesh does not have quotas for women on boards while India mandates at least one female director.
2) Key differences in board structure between the two countries include Bangladesh allowing 5-20 directors while India requires at least one-third be independent, and Bangladesh having qualification criteria for independent directors.
3) Both countries require the nomination committee to consider board diversity but only India legally mandates female representation on boards.
The document summarizes various committees and frameworks related to corporate governance in India and globally. It discusses the Cadbury Committee (1991) in the UK, the Kumar Mangalam Birla Committee (1999) in India, and the CII Task Force chaired by Mr. Naresh Chandra (2009) in India. It also provides an overview of the OECD's work developing corporate governance principles globally. The key recommendations of these various bodies focused on board composition and responsibilities, separation of CEO and chairperson roles, audit functions, and shareholder rights.
The Code of Corporate Governance establishes rules for listed companies in Pakistan regarding their board of directors, financial reporting, auditing, and corporate ownership structure. It requires boards to include independent directors, sets qualifications for directors and financial officers, and mandates quarterly financial reporting, audit committees, and limits on auditor share ownership. The code aims to improve transparency, accountability, and protections for investors in Pakistani public companies.
Corporate governance guidelines and disclosures in India have evolved over time due to unethical business practices, globalization, and privatization. The key events include the Confederation of Indian Industry releasing a voluntary code in 1998, the Securities and Exchange Board of India mandating the Birla Committee's code for listed companies in 2000, and modifications to the Companies Act and accounting standards to improve transparency. Current guidelines mandate standards for board composition and meetings, information supplied to boards, audit committee composition and functions, and extensive financial and ownership disclosures to shareholders. Adherence to ethical values across all stakeholders is seen as important for effective governance.
The document discusses the history and development of corporate governance guidelines in India. It began with voluntary codes developed by industry groups like CII in the late 1990s. Regulators like SEBI then began introducing mandatory guidelines for listed companies regarding board structure, financial disclosures, related party transactions, and other areas. The guidelines aimed to increase transparency and accountability of companies following several corporate scandals. The document also discusses models of corporate governance and provides an example of a well-governed Indian company, Infosys.
This document summarizes the six key principles of corporate governance as established by the Organisation for Economic Cooperation and Development (OECD). It outlines the principles of ensuring an effective governance framework, equitable treatment of shareholders, the role of institutional investors and intermediaries, consideration of stakeholder interests, disclosure and transparency, and board responsibilities. The principles call for legal and regulatory frameworks that promote transparency and market integrity, protection of shareholder rights, management of conflicts of interest, fair treatment of all stakeholders, and establishment of ethical standards and oversight by boards of directors.
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
The Blue Ribbon Committee was set up in 1998 by the SEC and NYSE to investigate wrongdoings of the government and its agencies. It recommended 10 measures to strengthen oversight of public company audits and improve financial reporting. These included mandating an independent audit committee, requiring the audit committee to adopt a written charter, and having the outside auditor discuss the quality of the company's financial reporting and accounting principles with the audit committee.
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 Sarbanes-Oxley Act of 2002 was passed in response to major corporate and accounting scandals to increase corporate accountability and protect investors. It established new or enhanced standards for all U.S. public company boards, management, and public accounting firms. Key provisions included requiring CEOs and CFOs to certify the accuracy of financials, increasing penalties for financial misconduct, and strengthening auditor independence and corporate governance. The Act aimed to rebuild investor confidence in the securities markets.
The document summarizes the key aspects of the revised Clause 49 of the SEBI Listing Agreement regarding corporate governance for listed companies in India. It covers the applicability of Clause 49, rights of shareholders, disclosure requirements, board composition including the roles of independent directors, requirements for board committees including audit and nomination committees, dealings with subsidiaries and related parties, and the scope for involvement of company secretaries.
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.
Issues and Concerns in the Compliance & inspection of Cooperatives in Region 1jo bitonio
The Cooperative Development Authority inspected 974 cooperatives and found that 112.34% of their target of 867 cooperatives was accomplished. Common findings from the inspections included cooperatives not maintaining proper documentation like membership registries containing required information, not issuing share capital certificates, and not having required plans, codes, and procedures in place. The document recommends cooperatives address these issues with assistance from Cooperative Development Support officers and other established cooperatives.
The document discusses the composition, roles, and requirements around Nomination and Remuneration Committees and Shareholders' Grievance Committees according to the Companies Act and Clause 49 of the Listing Agreement. For Nomination and Remuneration Committees, the key points are that the chairman must be an independent director, and there are contradictions between the Act and Clause 49 regarding applicability thresholds. For Shareholders' Grievance Committees, the purpose is to address shareholder complaints, the committee must have a non-executive independent director as chairman, and Clause 49 makes these committees mandatory for listed companies.
Corporate Governance Code dated June 03, 2018
In exercise of the power conferred by section 2CC of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Commission hereby repeals its earlier Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012, published in the official gazette on 30 August 2012 and the relevant Notification(s) on the same matter and, imposes the following further conditions, Corporate Governance Code
The document outlines the mandatory requirements of Clause 49 of the listing agreement with the National Stock Exchange regarding corporate governance practices. It discusses requirements for board composition, audit committees, remuneration of directors, board procedures, management discussion and analysis, shareholder rights, and reporting. Key points include mandatory minimum board independence levels, audit committee composition and meeting rules, and disclosure of related party transactions and directors' remuneration in annual reports. Amendments to Clause 49 in 2005 and 2008 tightened independent director qualifications and audit committee responsibilities.
The document summarizes key provisions of Clause 49 of the Listing Agreement inserted by SEBI. It mandates standards for corporate governance that listed companies must follow. Some key points include requirements for board composition, responsibilities of independent directors, standards for audit committees, disclosures around related party transactions, and certifications that must be provided by CEOs/CFOs. The purpose is to align corporate governance standards with the Companies Act, adopt leading practices, and increase transparency and accountability.
The document summarizes several major codes on corporate governance from the UK and internationally. It begins by discussing the 1992 Cadbury Committee report from the UK, which was commissioned after several business failures and established a Code of Best Practice for board structure and responsibilities. It also made recommendations regarding auditors and shareholder rights. The OECD later issued principles in 1999 focused on shareholder rights, equitable treatment, stakeholder rights, transparency and board responsibilities. Additionally, the US passed the Sarbanes-Oxley Act in 2002 to increase investor confidence through provisions regarding certification of financial statements, assessment of internal controls, restrictions on loans to executives, protection of whistleblowers and establishment of audit committees.
The document summarizes three models of corporate governance: the Anglo-US model, Japanese model, and German model.
The Anglo-US model is characterized by dispersed share ownership among individual and institutional investors. Power is balanced among management, directors, and shareholders. The board consists mainly of outsiders.
The Japanese model features concentrated ownership among main banks and affiliated companies. Interaction centers around the main bank. Boards are comprised solely of insiders.
The German model uses a two-tier board structure dividing management and oversight. Banks and corporations are large shareholders. Employees are represented on supervisory boards.
Introduction to Corporate Governance
Corporate Governance on Directors
Corporate Governance on Shareholders
Corporate Governance Practice in Sri Lanka
Benefits and Issues of Corporate Governance
1) The document discusses corporate governance principles and their relevance and need for urban cooperative banks in India. It outlines the regulatory measures taken to improve governance in cooperative banks and discusses challenges to implementing good governance.
2) Key hurdles to corporate governance in cooperative banks include a lack of understanding of banking principles, connected lending, and politicization.
3) The document recommends various organizational, statutory and sector-wide measures to strengthen governance, such as establishing risk management committees, improving board competency, and encouraging strategic alliances between cooperative banks.
This document discusses key aspects of corporate governance. It defines corporate governance as the system by which companies are directed and controlled, involving relationships between management, the board of directors, shareholders, and other stakeholders. The document outlines principles of corporate governance around accountability, transparency, responsibility, and fairness. It also discusses theories of corporate governance and instruments used to implement effective governance.
Narayana Murthy Committee Report on Corporate GovernanceMayur Khatri
The Narayana Murthy Committee on Corporate Governance was constituted by SEBI under the chairmanship of Narayana Murthy of Infosys Technologies Limited. The committee met three times in late 2002 and early 2003 to discuss issues related to corporate governance and finalize recommendations for SEBI. The key recommendations included mandatory requirements for audit committees, related party transactions, risk management procedures, codes of conduct, and whistleblower policies. Non-mandatory recommendations included training for board members and guidelines for analyst reports. The report aimed to improve transparency, accountability, and investor protection in Indian companies.
Dr. Zaid Mahayni - Implementing Regulations to the Saudi Arabian Labor Law - ...Dr. Zaid Mahayni
This presentation briefly describes the main highlights of the new Implementing Regulations to the Saudi Arabian Labor Law. The Implementing Regulations were enacted on 6 April 2016.
Check Hajj Eligibility 2017 Ayesha in Saudi ArabiaArab News
How to Check if you are eligible to perform hajj in the year of 2017, check hajj eligibility through moi using iqama number. Only for Saudi Residents and Work Permit Holder.
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
The Blue Ribbon Committee was set up in 1998 by the SEC and NYSE to investigate wrongdoings of the government and its agencies. It recommended 10 measures to strengthen oversight of public company audits and improve financial reporting. These included mandating an independent audit committee, requiring the audit committee to adopt a written charter, and having the outside auditor discuss the quality of the company's financial reporting and accounting principles with the audit committee.
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 Sarbanes-Oxley Act of 2002 was passed in response to major corporate and accounting scandals to increase corporate accountability and protect investors. It established new or enhanced standards for all U.S. public company boards, management, and public accounting firms. Key provisions included requiring CEOs and CFOs to certify the accuracy of financials, increasing penalties for financial misconduct, and strengthening auditor independence and corporate governance. The Act aimed to rebuild investor confidence in the securities markets.
The document summarizes the key aspects of the revised Clause 49 of the SEBI Listing Agreement regarding corporate governance for listed companies in India. It covers the applicability of Clause 49, rights of shareholders, disclosure requirements, board composition including the roles of independent directors, requirements for board committees including audit and nomination committees, dealings with subsidiaries and related parties, and the scope for involvement of company secretaries.
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.
Issues and Concerns in the Compliance & inspection of Cooperatives in Region 1jo bitonio
The Cooperative Development Authority inspected 974 cooperatives and found that 112.34% of their target of 867 cooperatives was accomplished. Common findings from the inspections included cooperatives not maintaining proper documentation like membership registries containing required information, not issuing share capital certificates, and not having required plans, codes, and procedures in place. The document recommends cooperatives address these issues with assistance from Cooperative Development Support officers and other established cooperatives.
The document discusses the composition, roles, and requirements around Nomination and Remuneration Committees and Shareholders' Grievance Committees according to the Companies Act and Clause 49 of the Listing Agreement. For Nomination and Remuneration Committees, the key points are that the chairman must be an independent director, and there are contradictions between the Act and Clause 49 regarding applicability thresholds. For Shareholders' Grievance Committees, the purpose is to address shareholder complaints, the committee must have a non-executive independent director as chairman, and Clause 49 makes these committees mandatory for listed companies.
Corporate Governance Code dated June 03, 2018
In exercise of the power conferred by section 2CC of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Commission hereby repeals its earlier Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012, published in the official gazette on 30 August 2012 and the relevant Notification(s) on the same matter and, imposes the following further conditions, Corporate Governance Code
The document outlines the mandatory requirements of Clause 49 of the listing agreement with the National Stock Exchange regarding corporate governance practices. It discusses requirements for board composition, audit committees, remuneration of directors, board procedures, management discussion and analysis, shareholder rights, and reporting. Key points include mandatory minimum board independence levels, audit committee composition and meeting rules, and disclosure of related party transactions and directors' remuneration in annual reports. Amendments to Clause 49 in 2005 and 2008 tightened independent director qualifications and audit committee responsibilities.
The document summarizes key provisions of Clause 49 of the Listing Agreement inserted by SEBI. It mandates standards for corporate governance that listed companies must follow. Some key points include requirements for board composition, responsibilities of independent directors, standards for audit committees, disclosures around related party transactions, and certifications that must be provided by CEOs/CFOs. The purpose is to align corporate governance standards with the Companies Act, adopt leading practices, and increase transparency and accountability.
The document summarizes several major codes on corporate governance from the UK and internationally. It begins by discussing the 1992 Cadbury Committee report from the UK, which was commissioned after several business failures and established a Code of Best Practice for board structure and responsibilities. It also made recommendations regarding auditors and shareholder rights. The OECD later issued principles in 1999 focused on shareholder rights, equitable treatment, stakeholder rights, transparency and board responsibilities. Additionally, the US passed the Sarbanes-Oxley Act in 2002 to increase investor confidence through provisions regarding certification of financial statements, assessment of internal controls, restrictions on loans to executives, protection of whistleblowers and establishment of audit committees.
The document summarizes three models of corporate governance: the Anglo-US model, Japanese model, and German model.
The Anglo-US model is characterized by dispersed share ownership among individual and institutional investors. Power is balanced among management, directors, and shareholders. The board consists mainly of outsiders.
The Japanese model features concentrated ownership among main banks and affiliated companies. Interaction centers around the main bank. Boards are comprised solely of insiders.
The German model uses a two-tier board structure dividing management and oversight. Banks and corporations are large shareholders. Employees are represented on supervisory boards.
Introduction to Corporate Governance
Corporate Governance on Directors
Corporate Governance on Shareholders
Corporate Governance Practice in Sri Lanka
Benefits and Issues of Corporate Governance
1) The document discusses corporate governance principles and their relevance and need for urban cooperative banks in India. It outlines the regulatory measures taken to improve governance in cooperative banks and discusses challenges to implementing good governance.
2) Key hurdles to corporate governance in cooperative banks include a lack of understanding of banking principles, connected lending, and politicization.
3) The document recommends various organizational, statutory and sector-wide measures to strengthen governance, such as establishing risk management committees, improving board competency, and encouraging strategic alliances between cooperative banks.
This document discusses key aspects of corporate governance. It defines corporate governance as the system by which companies are directed and controlled, involving relationships between management, the board of directors, shareholders, and other stakeholders. The document outlines principles of corporate governance around accountability, transparency, responsibility, and fairness. It also discusses theories of corporate governance and instruments used to implement effective governance.
Narayana Murthy Committee Report on Corporate GovernanceMayur Khatri
The Narayana Murthy Committee on Corporate Governance was constituted by SEBI under the chairmanship of Narayana Murthy of Infosys Technologies Limited. The committee met three times in late 2002 and early 2003 to discuss issues related to corporate governance and finalize recommendations for SEBI. The key recommendations included mandatory requirements for audit committees, related party transactions, risk management procedures, codes of conduct, and whistleblower policies. Non-mandatory recommendations included training for board members and guidelines for analyst reports. The report aimed to improve transparency, accountability, and investor protection in Indian companies.
Dr. Zaid Mahayni - Implementing Regulations to the Saudi Arabian Labor Law - ...Dr. Zaid Mahayni
This presentation briefly describes the main highlights of the new Implementing Regulations to the Saudi Arabian Labor Law. The Implementing Regulations were enacted on 6 April 2016.
Check Hajj Eligibility 2017 Ayesha in Saudi ArabiaArab News
How to Check if you are eligible to perform hajj in the year of 2017, check hajj eligibility through moi using iqama number. Only for Saudi Residents and Work Permit Holder.
Dr. Zaid Mahayni / Presentation on Philanthropic Structures - 5 May 2016Dr. Zaid Mahayni
This presentation (in Arabic) discusses the draft new Saudi Arabian Non-Profit Companies Law and distinguishes between the different legal structures for philanthropic activity.
This document summarizes Saudi labor laws regarding the employment of women. It states that women can be employed in fields compatible with their nature, but not in hazardous or harmful industries. It provides protections for working women such as maternity leave, pay during leave, childcare provisions, and prohibiting termination during or after pregnancy. Employers must also provide seating and nursing accommodations for working women.
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How to Become a Thought Leader in Your NicheLeslie Samuel
Are bloggers thought leaders? Here are some tips on how you can become one. Provide great value, put awesome content out there on a regular basis, and help others.
The document outlines the corporate governance policies and guidelines of Shriram Transport Finance Company Limited. It discusses the objectives of having corporate governance guidelines to recognize stakeholder expectations. It describes the composition and roles of the Board of Directors and key committees like Audit, Nomination and Remuneration, Stakeholders Relationship, and Corporate Social Responsibility. The document also covers codes of conduct, board meeting procedures, and risk management.
The document summarizes the key recommendations from the Cadbury Committee Report on corporate governance. It recommends that companies establish codes of best practice and standards of conduct. It emphasizes the roles and responsibilities of boards of directors, non-executive directors, executive directors, audit committees, and shareholders. It aims to strengthen accountability, transparency and integrity in financial reporting.
The document discusses corporate governance requirements for companies in India. It defines corporate governance as a set of standards that aim to improve a company's image, efficiency, effectiveness and social responsibility. Some key requirements discussed include:
- Board of directors must have at least one woman director and at least 50% non-executive directors.
- There must be at least four board meetings per year with a maximum gap of 120 days between meetings.
- Companies must have audit, nomination & remuneration, and stakeholders relationship committees.
- Detailed criteria are provided for independent directors regarding their appointment, tenure, and separation from the company.
- Related party transactions require audit committee and shareholder approval depending on
The document discusses the corporate governance practices of NTPC, an Indian power company. It describes NTPC's philosophy of corporate governance focusing on efficiency, growth, investor confidence and shareholder returns. It then provides details on NTPC's board of directors including its current composition of 6 full-time directors, 1 managing director, 9 independent directors, and 2 government directors. It also summarizes the various committees established by the board to focus on key issues and oversight.
A word doc. on sri kumar mangalam birla committekeshav pareek
The Birla Committee was formed in 1999 by SEBI to develop a code of corporate governance for listed Indian companies. The 17-member committee, chaired by Kumar Mangalam Birla, made recommendations to distinguish the roles of the board and management and emphasize shareholder rights. Its report provided the first formal attempt to evolve a corporate governance code in the Indian context. It recommended both mandatory guidelines, like board composition and audit committee requirements, and non-mandatory best practices to improve transparency and accountability.
The Birla Committee Report of 2000 on Corporate Governance in India made 25 recommendations to the Securities and Exchange Board of India (SEBI), 19 of which were mandatory. The key mandatory recommendations included having an optimum combination of executive and non-executive directors on the board, establishing an audit committee consisting of non-executive directors, and enhancing disclosures related to the board, management, shareholders, and corporate governance in the annual report. The report aimed to improve corporate governance practices of listed companies in India through both mandatory and non-mandatory guidelines.
The document discusses the importance of good corporate governance for banks and outlines guidelines issued by the Hong Kong Monetary Authority (HKMA) on corporate governance. Specifically, it notes that weak corporate governance in Asian banks was a key factor in the Asian financial crisis. The HKMA guidelines establish requirements for banks' boards of directors regarding risk management policies, connected lending policies, external audit procedures, independence from management, and responsibilities of independent directors. The guidelines aim to promote transparency and strengthen banks' governance practices.
Role and responsibilities of independent directorsNitesh Panch
This document discusses the role and responsibilities of independent directors under the Companies Act in India. It provides context for why independent directors are needed due to changes in corporate ownership and control structures. It outlines principles from the OECD code on corporate governance related to shareholder rights, equitable treatment of shareholders, stakeholder interests, disclosure and transparency, and board composition and structure. The document defines who independent directors are according to the Companies Act and other standards. It also discusses considerations for the selection of independent directors and their need to be independent in both fact and perception.
These governance guidelines have been approved by the Chevron Board of Directors and establish the framework for governance of the corporation along with other documents. The guidelines cover topics such as the role and responsibilities of the board, criteria for board membership and director independence, selection of new directors, board size and composition, director retirement, board committees, the lead director role, executive sessions, business conduct policies, succession planning, director compensation, education and evaluation of board performance.
Narayan murthy report on corporate governanceDhruvKothari13
The document summarizes the key recommendations from the Narayana Murthy Committee Report on Corporate Governance in India from 2003. The committee was formed by SEBI under Murthy's chairmanship to review corporate governance standards and disclosure requirements. The committee recommended several mandatory requirements, such as strengthening audit committees, requiring approval of related party transactions, and establishing whistleblower policies. It also recommended non-mandatory best practices around moving to unqualified financial statements, training board members, and evaluating board performance. The recommendations aimed to improve transparency, accountability and investor protection in Indian markets.
This document summarizes Coca-Cola Amatil's corporate governance practices in 2009. It discusses the company's commitment to high standards of governance and compliance with ASX recommendations. It describes the board's responsibilities for strategy, compliance, risk management, and oversight of management. It also outlines the board committees and their roles in related party transactions, nominations, and other matters. Finally, it discusses policies around director independence, selection, induction, training, and seeking independent advice.
Corporate governance involves balancing the interests of shareholders, management, and other stakeholders. In India, corporate governance guidelines have evolved through various committee reports and regulations over time. Key principles of corporate governance include fairness, accountability, responsibility, and transparency. When corporate governance is ineffective, it can lead to financial crises that damage investor trust and the economy. Recent Indian regulations like the Companies Act of 2013 have aimed to strengthen practices like board independence, disclosures, and protections for shareholders and other stakeholders. Adopting international standards further and increasing awareness remains important for solid corporate governance in India.
The document summarizes the key recommendations of the Cadbury Committee on corporate governance established in 1991 by the Bank of England and the London Stock Exchange. The committee, chaired by Sir Adrian Cadbury, published a code of best practice in 1992 that focused on board structure and responsibilities. It recommended clearly dividing responsibilities between executive and non-executive directors, having a majority of independent non-executive directors, and establishing remuneration and audit committees.
The document discusses company management and the roles and responsibilities of directors. It provides details on:
- Directors are responsible for governing and controlling company policy. They act as agents, managing partners, and trustees of the company.
- Companies must have a minimum of two (private) or three (public) directors. One director may be elected by small shareholders holding a nominal value of Rs. 20,000 or less in qualifying companies.
- Directors are subject to qualification requirements, disqualification criteria, and must obtain a unique Director Identification Number (DIN).
- Appointment, retirement and remuneration of directors is governed by the companies act and articles of association. Maximum managerial remuneration is
The Birla Committee report made recommendations to improve corporate governance practices of listed companies in India. It classified recommendations as mandatory or non-mandatory. Mandatory recommendations applied to larger companies and included requirements regarding board composition, audit and remuneration committees, and disclosures. Non-mandatory recommendations covered issues like the role of the chairman and shareholders' rights. Compliance would require restructuring boards and may be difficult for smaller companies.
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.
Coporate Governance - Master in Business Administrtion .pptxnimw786
Corporate governance involves systems and processes for directing and controlling organizations. It aims to facilitate accountability, responsible decision-making, and ethical behavior. Most countries require organizations, especially publicly-traded companies, to comply with corporate governance standards. The OECD and LSE have established principles for corporate governance that focus on board responsibilities, equitable treatment of stakeholders, and transparency. Effective corporate governance is centered around fulfilling these principles through the board's oversight of strategy, risk management, audit, and disclosure.
The document outlines AutoZone's corporate governance principles, which were first adopted in 2001 and have been amended several times since. It discusses the board's mission to maximize shareholder value, outlines the responsibilities and core competencies of board members, describes board organization and operations, and establishes policies regarding director independence, compensation, conflicts of interest, succession planning, and annual board evaluations.
The document outlines AutoZone's corporate governance principles, which were first adopted in 2001 and have been amended several times since. It discusses the board's mission to maximize shareholder value, outlines the responsibilities and core competencies of board members, describes board organization and operations, and establishes policies regarding director independence, compensation, conflicts of interest, succession planning, and annual board evaluations.
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
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2. PUBLICATION AND REQUEST FOR COMMENTS
• On 19 Rajab 1437 (26 April 2016), the Ministry of
Commerce and Investment ("MoCI") and the Capital
Market Authority ("CMA") published the draft
Corporate Governance Regulations ("Draft CG
Regulations"). The MoCI and CMA (together, the
"MoCI/CMA") invited the public to submit comments
on the Draft CG Regulations by 19 Shaban 1437 (26
May 2016).
• The Draft CG Regulations are described as being
binding on listed joint stock companies but are only
indicative for closed joint stock companies, unless any
separate legislation requires otherwise.
22 May 2016 2
3. RIGHTS OF THE SHAREHOLDERS
• The Shareholders have the right to consult the books and
documentation of the Company relating to its activities and
operational and investment strategies.
• The Shareholders have the right to supervise the
performance of the Company and the Board.
• Shareholders cannot interfere with the works of the Board
of Directors or those of the Executive Management, except
by way of the Annual General Meeting and within the
scope of this meeting.
• The Companies Law states for example that Auditors
cannot reveal to the Shareholders (outside of the General
Meetings) any confidential information relating to the
Company.
22 May 2016 3
4. MEETINGS OF THE SHAREHOLDERS
• If a resolution is passed at a General Meeting despite
strong dissidence, the Board of Directors must take
steps (and clarify beforehand the steps that it intends
to take) to understand the rationale behind the
dissidence.
• Shareholders may appoint proxies to attend and vote
on their behalf, provided that the proxy is not a
Director or Employee in the Company.
22 May 2016 4
5. COMPOSITION OF THE BOARD
• Board size between 3 and 11 (same as what the
Companies Law requires).
• The number of Directors be commensurate with the
nature of the activities of the Company.
• There needs to be a number of independent Directors
no lesser than two, or the equivalent of a third of all
Directors (whichever is greater).
• The majority of Directors must be independent or non-
Executives.
• Directors must have demonstrated leadership, ability
to guide, ability to understand financial information,
and must be physically fit.
22 May 2016 5
6. COMPOSITION OF THE BOARD
• The Draft CG Regulations (and the Companies Law)
require the use of cumulative voting in the election of
Directors. Cumulative voting grants each Shareholder a
single vote per share owned and the ability to split her/his
votes between multiple candidates.
• The Draft CG Regulations specify circumstances in which
a Director shall not be considered to be independent.
These include, amongst other situations, if the person:
- owns 5% or more of the shares in the Company or of
the shares of an affiliated Company;
- has worked as a Senior Executive or employee of the
Company or any affiliated Company in the previous
two years;
22 May 2016 6
7. COMPOSITION OF THE BOARD
- is a relative (up to the fourth degree) of any other
Director or any Senior Executive or any consultant of
the Company or any affiliated Company;
- is a Director in any other affiliated Company;
- is a Shareholder or Director in an entity which has
substantial dealings with the Company;
- receives remuneration from the Company in excess
of what is paid for her/his directorship role; or
- has acted as a Director of the Company for a period
exceeding nine years.
22 May 2016 7
8. COMPOSITION OF THE BOARD
The Draft CG Regulations define 'relatives' as follows:
- First degree relatives: fathers, mothers,
grandparents, grandmothers, their upwards lineage
and spouses.
- Second degree relatives: children and downwards
lineage;
- Third degree relatives: brothers, sisters, half-
brothers, half-sisters and their children; and
- Fourth degree relatives: maternal and paternal
uncles and aunts and their children.
22 May 2016 8
9. COMPOSITION OF THE BOARD
• Directors shall not have the right to hold directorship
roles in more than five listed companies.
• The Chairman and Vice-Chairman shall not have the
right to hold executive roles at the level of the
Company.
• The Secretary of the Board does not need to be a
Director. However, the Secretary must have a
university degree in law or finance or accounting or
management and must have at least three years of
experience.
22 May 2016 9
10. MEETINGS OF THE BOARD
• The Board of Directors must hold at least six
meetings each year and must meet at least once
every two months. (The Companies Law only requires
2 meetings per annum)
• Meetings of the Board of Directors must be attended
by at least half of its members (which shall not be
lesser than 3), at least 1 of whom must be
independent. (The Companies Law requires the
presence of half and at least 3 of all Board members)
22 May 2016 10
11. ROLE OF THE BOARD
• Protect the rights of shareholders as well as fairness
and equality amongst them.
• The Board of Directors must inform its members
(especially non-executive and independent members) of
any comments of the Shareholders. In its annual report,
the Board of Directors must describe the processes that
it has adopted to comply with these duties.
• The Board of Directors must put in place a clear policy
regarding the distribution of dividends. This policy must
espouse the best interests of the Company and those of
its Shareholders. It must be disclosed at the General
Assembly and must be referred to in the annual report of
the Directors.
22 May 2016 11
12. ROLE OF THE BOARD
• The Board of Directors must establish a clear conflicts
of interests policy and such policy must be supported
by illustrative examples.
• The Board of Directors is not entitled to issue broad
delegations or delegations which are not restricted in
time.
22 May 2016 12
13. ASSESSMENT OF THE PERFORMANCE OF THE
BOARD
• The Board of Directors must, based on the
recommendations of the nomination committee, put in
place mechanisms to measure the performance of the
Board of Directors and its individual members and
that of the Executive Management. Performance must
be assessed each year on the basis of these
mechanisms.
• An external performance assessment must be
obtained from a professional consultant every three
years.
• The Company must offer Directors the training
needed for them to deepen their understanding of the
sectors in which the Company is engaged.
22 May 2016 13
14. CHAIRMAN
• The Companies Law prohibits that the position of
Chairman be conjoined with any other position. Any
person who had acted as the CEO is disqualified from
acting as its Chairman.
• The Chairman and the CEO to relay Shareholders'
recommendations and observations to the Board of
Directors for discussion.
• Non-executive Directors must assess the
performance of the Chairman each year.
22 May 2016 14
16. EXECUTIVES
• The Draft CG Regulations distinguish between
'Executive Management', the 'Executive Members'
and 'Senior Executives'.
• Executive Management means those individuals
vested with the daily management of the Company.
• Executive Members refer to any member of the Board
of Directors that are members of the Executive
Management and receive a salary for such role.
• Senior Executives refer to any person with authority
to propose and/or implement strategic decisions, such
as the CEO, her/his deputies and the financial
director.
22 May 2016 16
17. EXECUTIVES
• The internal policy of the company must specify the
respective roles of the Board and the Executive
Management. The Executive Management must report on
the accomplishment of its roles.
• The Board is responsible for the creation and oversight of
the Executive Management.
• The Board must regularly meet with the Executive
Management to understand work progress and any issues
faced.
• The Executive must implement the general strategies and
policies. It must provide to the Board all information
required for the performance of its duties. It must suggest
to the Board staffing charts, major capital expenditures,
and asset ownership.
22 May 2016 17
18. AUDIT COMMITTEE
• The Audit Committee must be created by a resolution
at the Ordinary General Assembly (Also required
pursuant to the Companies Law)
• The Audit Committee must consist of 3 to 5 members
and must include individuals who are versed in
financial and accounting matters.
• Executive Directors and anyone who has acted as an
auditor of the Company during the past two years
cannot form part of the Audit Committee.
• The Audit Committee must meet at least once every 3
months.
22 May 2016 18
19. REMUNERATION COMMITTEE
• The Remuneration Committee must be composed of
three members.
• At least one of the members of this Committee must be
an Independent Director.
• Executive Directors may not be members of the
Remuneration Committee.
• The Remuneration Committee must recommend, for the
ultimate decision of the General Assembly, a clear policy
regarding the remuneration of the Directors and
Executives. Such remuneration must attract and retain
talent, and incentivize the Directors and Executives to
perform. The Committee must also report on all
remuneration disbursed to Directors and Executives.22 May 2016 19
20. REMUNERATION COMMITTEE
• If the remuneration of a Non-Executive or
Independent Director exceeds SR 250,000, a report
must be produced by the Remuneration Committee
describing whether the remuneration is tied to the
performance of the Director and the Company.
• The Remuneration Committee must meet at least
once every 6 months.
22 May 2016 20
21. NOMINATION COMMITTEE
• The Board of Directors must establish a Nomination
Committee composed of 3 members.
• Executive Directors may not be members of the
Nomination Committee. At least 1 of the members of
this Committee must be an Independent Director.
• Amongst other roles, the Nomination Committee must
verify each year the continued independence of
Independent Directors, review the skillsets required
on the Board, and review the organizational chart for
the Executive Management.
• The Nomination Committee must meet at least once
per year.
22 May 2016 21
22. RISK MANAGEMENT COMMITTEE
• The Risk Management Committee must be composed
of 3 members.
• Executive Directors may not be members of the Risk
Management Committee. At least one of the
members of this Committee must be an Independent
Director.
• The Risk Management Committee must place
recommendations for the management of risks (such
as any risks threatening its continuation during the 12
coming months).
• The Risk Management Committee must meet at least
once every 6 months.
22 May 2016 22
23. INTERNAL AUDIT
• The system shall assess the policies and processes
relating to risk management, the application of
corporate governance rules, and conformity with
applicable legislation.
• The Internal Audit Unit must be composed of at least
1 member appointed by, and reporting to, the Audit
Committee.
• The Internal Audit Unit must submit: (i) a quarterly
report to the Board of Directors regarding its activities,
as well as any recommendations that it may have,
and (ii) an annual report to the Risk Management
Committee about the Internal Audit Unit's assessment
and findings for the year.
22 May 2016 23
24. STAKEHOLDERS
The Board of Directors must put in place clear policies
and processes for the regulation of the relationships
between Stakeholders for the purposes of protecting
their respective rights. These policies must include
mechanisms for:
‾ the treatment of any complaint by any of them;
‾ the settlement of any differences between
Stakeholders; and
‾ the compensation of any damages caused to any of
them as a result of the breach of any of their
respective legal or contractual rights.
22 May 2016 24
25. INCENTIVE SCHEMES
• The Company must put in place schemes to
incentivize employee engagement. For example,
committees should be created and workshops should
be held to discuss employees' views on important
issues.
• Also, programs must be created for their benefit,
either in the form of shares in the profits, shares in the
Company, or pension plans.
22 May 2016 25
26. POLICIES TO BE PUT IN PLACE
The Board of Directors must put in place policies
regarding:
‾ corporate governance, which shall not conflict with
the Draft CG Regulations;
‾ the conduct of individuals within the Company;
‾ the dissemination of corporate social responsibility
programs; and
‾ transparency and disclosure.
22 May 2016 26