CADBURY

REPORT

CORPORATE
GOVERNANCE

PARAMJIT SHARMA
 cadbury

REPORT CONTENTS

Board---review structure &responsibilities

Role ----accountants & auditors

Share Holders—rights & responsibilities

Code-----best practices

PARAMJIT SHARMA
 cadbury
SETTING UP

Set up in 1992 by London Stock Exchange

Addressing financial aspects of governance

Concern of failure of major Companies

PARAMJIT SHARMA
CORPORATE GOVERNANCE

Is the system by which companies are directed & controlled

Governance is responsibility of Board

Share holders appoints Directors &Auditor's

for governance

Board set strategic aims, provide leadership

Board supervise & report to share holders

Board’s actions subject to law and Share Holders

in AGM

PARAMJIT SHARMA
BOARD
Effectiveness
Chairman
Non-executive Directors
Professional advise
Directors training
Board structure and procedures
Standard of conduct
Directors responsibilities
Nomination committee
Internal control
Audit committee
Internal audit
Board remunerationPARAMJIT SHARMA
1 Board Effectiveness

•Which can lead and control

•Combination of executive and non executive directors under a responsible Chairman

•Effectiveness judged from their togetherness

•Interest of shareholders in electing directors

•Collective responsibility for decisions

•No conflict between executive and Non Executive Directors

•NED’s assess performance of Executive Directors
•NED’s resolving situations in the interest of Company.

PARAMJIT SHARMA
2
Chairman
Responsible for working of Board

To ensure NED’s receive timely information

ExectiveDirectors look beyond their duties

If CEO too, clear division of duties

If CEO, strong element of independence in Board

PARAMJIT SHARMA
 3 NED’s
Caliber for setting standards

Significance to their views in meeting

Recommended for sub-committee

Independence of judgment

Fee to them on the basis of purpose

Regular review of inf. Provided to the

Appointment for specified time

Maximum companies on Board

PARAMJIT SHARMA
4 Professional Advice

Free to take legal or other advice

Can consult company’s advisers

Independent advice be allowed

Cost borne by company

Procedure may be laid down in

Resolutions,articles,appointment
s etc
PARAMJIT SHARMA
 5 Directors training

Induction for new

directors on
Company
Procedures
Responsibilities
Accountability
Finance
Accounts etc

PARAMJIT SHARMA
6 Board Structure
&
Procedures
Appointments of Board committee

Importance to finance & signing

Basic procedure
Meeting regularly
Due notice
Necessary paperwork's
Record conclusions
Schedule of practices

PARAMJIT SHARMA
7 Company
Secretary

oAccess to all directors

oEffective support to chairman

oAppointment and removal by

board

oAdvising for code

implementation
PARAMJIT SHARMA
8 Standards
of Conduct
For standard conduct and
practices
The board should draw code of
ethics
Or statements of business
practices
And to publish and circulate
internally
&externally for Board, employees
and
Other interested parties
PARAMJIT SHARMA