An independent director is defined as one who does not have any material pecuniary relationship with the company that would interfere with their judgment. They should not be related to promoters/management, have been an executive in the last 3 years, be a partner of auditing firms for the company, or own over 2% of company shares. Having independent directors provides an outside perspective, impartial approval of transactions, business advice, and oversight to counter management weaknesses. Key aspects of their role are ensuring board independence through their presence and diligence through meeting attendance. It is important they maintain independence over long associations, be involved in key committees, conduct separate meetings, seek justifications, and continually develop skills. However, their role also faces practical difficulties
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.
Meanings of Governance
Tests of Good Governance
Governance Common Issues and Problems
Good Governance Guiding Principles
Levels of Governance
Characteristics of Good Governance
Key Cooperative Actors
Functions of the Board of Directors
Board Good Practices
Board Relationships
UK Corporate Governance Reform, Theory and New Stewardship Code, Lecture by ...Rahat Kazmi
UK Corporate Governance Reform, Theory and New Stewardship Code, Lecture by Rahat Kazmi
The above lecture was produced to teach MBA students in London a few years ago and now distributed free online to benefit everyone. I hope you will follow me on Slide Share and Twitter, Like my Pages on Facebook and I will keep providing you more lectures, Tips and ideas to increase your knowledge.
Role of board of directors - corporate management - Strategic Management - ...manumelwin
It acts as the Trustee of Shareholders – The director’s act as representatives of shareholders and work with utmost faith and degree of honesty in protecting long term aims of wealth maximization of company.
The board of directors is generally described in terms of its prominent structural attributes, including size, composition, and independence.
This Quick Guide examines the importance of these and whether they contribute to board effectiveness and shareholder value.
It answers the questions:
• What is the composition of a typical board?
• Which factors improve governance quality?
• Which factors do not?
• Can a board’s quality be determined by its structure?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
Malaysian Code of Corporate Governance 2017 (MCCG2017): Principle B - Effecti...Dayana Mastura FCCA CA
Malaysian Code of Corporate Governance 2017 (MCCG2017): Principle B - Effective Audit and Risk Management - Risk Management and Internal Control Framework
Introduction to Corporate Governance
Corporate Governance on Directors
Corporate Governance on Shareholders
Corporate Governance Practice in Sri Lanka
Benefits and Issues of Corporate Governance
Meanings of Governance
Tests of Good Governance
Governance Common Issues and Problems
Good Governance Guiding Principles
Levels of Governance
Characteristics of Good Governance
Key Cooperative Actors
Functions of the Board of Directors
Board Good Practices
Board Relationships
UK Corporate Governance Reform, Theory and New Stewardship Code, Lecture by ...Rahat Kazmi
UK Corporate Governance Reform, Theory and New Stewardship Code, Lecture by Rahat Kazmi
The above lecture was produced to teach MBA students in London a few years ago and now distributed free online to benefit everyone. I hope you will follow me on Slide Share and Twitter, Like my Pages on Facebook and I will keep providing you more lectures, Tips and ideas to increase your knowledge.
Role of board of directors - corporate management - Strategic Management - ...manumelwin
It acts as the Trustee of Shareholders – The director’s act as representatives of shareholders and work with utmost faith and degree of honesty in protecting long term aims of wealth maximization of company.
The board of directors is generally described in terms of its prominent structural attributes, including size, composition, and independence.
This Quick Guide examines the importance of these and whether they contribute to board effectiveness and shareholder value.
It answers the questions:
• What is the composition of a typical board?
• Which factors improve governance quality?
• Which factors do not?
• Can a board’s quality be determined by its structure?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
Malaysian Code of Corporate Governance 2017 (MCCG2017): Principle B - Effecti...Dayana Mastura FCCA CA
Malaysian Code of Corporate Governance 2017 (MCCG2017): Principle B - Effective Audit and Risk Management - Risk Management and Internal Control Framework
Introduction to Corporate Governance
Corporate Governance on Directors
Corporate Governance on Shareholders
Corporate Governance Practice in Sri Lanka
Benefits and Issues of Corporate Governance
CLAUSE 35B & 49 OF LISTING AGREEMENT OF SEBI ANAND KANKANI
SEBI HAS AMENDED THE CLAUSE 35B & 49 OF THE LISTING AGREEMENT FOR THE LISTED COMPANIES.
CLAUSE 35B HAS MANDATED THE E-VOTING FOR PASSING THE RESOLUTION
CLAUSE 49 DEALS WITH THE CORPORATE GOVERNANCE.
INTRODUCTION
HISTORY
MISSION, CULTURE AND VALUE
ORGANISATIONAL STRUCTURE
PRODUCTS/SERVICES
MARKET COMPETITORS
USP
MARKETING STRATEGY
BUSINESS MODEL REVENUE MODEL
TECHNOLOGICAL INNOVATIONS
SWOT
FUTURE PLAN
Staying in the office for lunch? Tired of the same takeaways? No more wondering what is available near you. foodpanda has online menus from the staggering selection of delivery restaurants around you. Simply enter your post code and search for cuisine type, restaurants or even price range. The restaurant index also includes address and delivery hours. No online food delivery is too difficult for foodpanda! Food delivery service has never been made easier!
the foodpanda group is a global mobile food delivery marketplace headquartered in Berlin, Germany, and operating in 40 countries and territories, including India, Pakistan, Russia, Brazil, Mexico and Singapore. The service allows users to select from local restaurants and place orders via the mobile application as well as the website. The company has partnered with over 58,000 restaurants.
Foodpanda is a small team of problem solvers, designers, thinkers and tinkers, working around the clock to make foodpanda the most powerful online tool for food delivery in the universe. We believe that ordering food should be easy, fast and definitely fun! We wanted something simpler, so we made it.
Youtube Video link -
https://youtu.be/QxQYccE9PL0
DIRECTOR – According to Companies Act, A director may be defined as a person having control over the direction, conduct, management or superintendence of the affairs of a company. Anyone one who is in the power to perform the duties and responsibilities of a director will be called as director by virtue of his function irrespective of, by what name he is called.
BOARD OF DIRECTORS - A board of directors include all directors elected by a corporation's shareholders to represent their interests and ensure that the company's management acts on their behalf. The Board has extensive power to manage a company, delegate decision making power to executives and ensure that company’s objectives are achieved in compliance with the provisions of the Articles of Association. The board shall exercise its power subject to provisions contained in Articles, Memorandum, Central Govt. and Company law board.
EXECUTIVE DIRECTOR – The full time working director of the company responsible towards shareholder’s interest and company’s profitability.
NON-EXECUTIVE DIRECTOR – They are not involved in everyday working of the company. They take part in planning, policy-making and attends board meeting of the company.
INDEPENDENT DIRECTOR – They are the directors who do not have any relationship with the company which might influence their decisions or judgments. They are the person with integrity, experience and expertise.
NOMINEE DIRECTOR – They are appointed in a company to ensure that the affairs of the company are conducted in a manner dictated by the laws governing companies and there is no oppression or mismanagement.
ALTERNATE DIRECTOR – Appointed to attend, speak and vote in a board meeting on behalf of the director of a company who would be unable to attend.
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This was part of the solution that we suggested towards SCM & Operations case study competition Marico - Over the wall. However, the idea was not accepted we believe that this will make an impact.
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
Military Commissions Trial Judiciary, Guantanamo Bay, Cuba. Notice of the Chief Defense Counsel's detailing of LtCol Thomas F. Jasper, Jr. USMC, as Detailed Defense Counsel for Abd Al Hadi Al-Iraqi on 6 August 2014 in the case of United States v. Hadi al Iraqi (10026)
ALL EYES ON RAFAH BUT WHY Explain more.pdf46adnanshahzad
All eyes on Rafah: But why?. The Rafah border crossing, a crucial point between Egypt and the Gaza Strip, often finds itself at the center of global attention. As we explore the significance of Rafah, we’ll uncover why all eyes are on Rafah and the complexities surrounding this pivotal region.
INTRODUCTION
What makes Rafah so significant that it captures global attention? The phrase ‘All eyes are on Rafah’ resonates not just with those in the region but with people worldwide who recognize its strategic, humanitarian, and political importance. In this guide, we will delve into the factors that make Rafah a focal point for international interest, examining its historical context, humanitarian challenges, and political dimensions.
In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
Abdul Hakim Shabazz Deposition Hearing in Federal Court
Independent Directors - Legal Aspects of Business
1.
2. WHO IS AN INDEPENDENT DIRECTOR?
“Independent Director” means apart from receiving director’s renumeration, does not
have any material pecuniary relationship or transactions with the company, its promoters, its
senior management or its holding company, its associated companies and subsidiaries. The
additional requirements are:
• He/she should not relate to promoters or management at the board level or at one level
below the board
• He/she should not be an executive of the company in the immediately preceding three
financial years
• He/she should not be a partner or an executive of the statutory audit firm or the internal
audit firm that is associated with the company, and also not been a partner or an
executive of any such firm for the last three years
• He/she should not be a substantial shareholder of the company, i.e. owning two percent
or more of the block of voting shares
3. BENEFITS OF HAVING INDEPENDENT
DIRECTORS
• Providing a Different Perspective: Independent directors often bring a fresh perspective to
issues and are able to identify problems and suggest solutions
• Independently Approving Certain Board Actions: Raises the confidence level of
shareholders and outside constituents if impartial persons approve the transaction and also
mandate Independent directors for foreign unlisted subsidiaries
• Independent Directors play role as a Business advisor: IDs contribute to the
development of corporate strategy, reviewing the performance of management and
protecting interests of the public shareholders
• Counterbalance management weaknesses in a company: Ensure legal and ethical
behavior at the company, while strengthening accounting controls, and also a source of well-
conceived, binding, long-term decisions for a company.
4. ROLE OF INDEPENDENT DIRECTORS
2 key parameters are of interest
• Independence of the board
i.e. the relative strength of independent directors vis a vis the non independent directors
on the board of the company and,
• Diligence of the board
i.e. the extent to which independent directors are diligent in their duties, reflected in the
regularity of their attendance at scheduled board meetings.
5. HOW TO ENSURE INDEPENDENCE OF ROLE
• Avoid Long association with the company least you may be seen as company insider
• Deprives the board of fresh thinking and the board continues to be guided by the wisdom of the
same person.
• Ensure involvement in the decision making of the committees like nomination committee,
renumeration committee and audit committee
• Conduct at least one meeting in a year without the presence of non IDs and the member of
management which is called ‘ Separate meeting’ with the objective to discuss and evaluate
the performance of the company, its chairperson and other directors
• Seek clarifications or justifications
• Undertake appropriate induction and regularly update and refresh their skills, knowledge and
familiarity with the company
• Ascertain and ensure that the company has an adequate and functional vigil mechanism
6. HOW TO ENSURE INDEPENDENCE OF ROLE
• Ensure concerns about running of company are recorded and addressed by the Board.
Suggest remedial steps and ensure proper implementation
• Not disclose confidential information, including commercial secrets, technologies,
advertising and sales promotion plans, unpublished price sensitive information, unless
such disclosure is expressly approved by the Board or required by law
• Report concerns about unethical behavior, actual or suspected fraud or violation of the
company’s code of conduct or ethics policy
• SUPER WATCHDOG - who has to ensure that those in the day to day management
(including all Directors on the Board) are functioning in the best interest of the
stakeholders, minority shareholders, regulators, workers, customers and public at large
7. PRACTICAL DIFFICULTIES
• Selection Process
• Promoter has the final say in the appointment of independent directors.
• Role of independent director in itself is paradoxical
• He independently needs to monitor the activities of individuals who appoint him.
8. EXAMPLE : INFOSYS
Board of
Directors (9)
Executive
Directors (2)
Non
Executive
Director (1)
Independent
Directors (6)
9. ROLE OF INDEPENDENT DIRECTOR IN BOARD MEETING (1)
Board Meeting Agenda:
• Collaborate with the Chairman and Corporate Secretary to set Board meeting agenda
• Ensure that matters of concern or interest to the independent Directors are appropriately
scheduled for discussion at Board meetings.
Board Meeting Schedule and Special Meetings:
• Provides input to the Chairman as to an appropriate schedule of Board meetings and
shall have the authority to call special meetings of the Board.
Chair Board Meetings:
• The Lead Independent Director shall chair Board meetings in the absence of the
Chairman
• Provide feedback to the Chairman and others, as appropriate, from such meetings.
10. ROLE OF INDEPENDENT DIRECTOR IN BOARD MEETING (2)
Authoritative Role:
• They can raise questions concerning the quality, quantity or timeliness of the flow of
information from management to the Board or concerning the performance of the
Chairman
Evaluation of Management Performance:
• The Independent Director, together with the full Board, evaluates the performance of the
Chief Executive Officer/Chairman and will meet with the Chief Executive
Officer/Chairman to discuss such evaluation.
11. ROLE OF INDEPENDENT DIRECTOR IN BOARD MEETING (3)
Performance: The Independent Director should scrutinize the performance
of management in meeting agreed goals and objectives and monitor the reporting of
performance
Conflict of Interest:
• The Independent Director shall guide the Chairman and the Board on matters of good
governance, particularly where there may be a perceived conflict of interest.
• In instances where the Chairman may be perceived to be conflicted, the Lead
Independent Director shall have the power and authority to lead and co-ordinate the
activities of the Board.