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The state of corporate governance in India
- A Poll
AUDIT COMMITTEE INSTITUTE
financial services and the manufacturing sector. experience and the outlook for corporate governance in India. who were asked about the journey. Risk and Compliance Services © 2009 KPMG. which are augmented by comment from KPMG in India’s Audit Committee Institute. All rights reserved. also provide a useful contribution to the debate on how Indian companies can improve standards of corporate behavior which do justice to the spirit behind the rules.Governance. . board oversight of risk management and the importance given to integrity and ethical values • Practices that are fundamental to improved corporate governance.Advisory Neville Dumasia Executive Director and Head . an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. CFOs. We would like to thank all the respondents for taking time to participate in the poll. Richard Rekhy Chief Operating Officer and Head . Good corporate governance helps an organization achieve several objectives and some of the more important ones include: • Developing appropriate strategies that result in the achievement of stakeholder objectives • Attracting. independent directors and similar leaders. Some aspects covered in the poll include: • Corporate governance regulations in India • Corporate governance concerns in India and role of independent directors and audit committees in addressing these concerns • Board practices. The respondents (page 19) are predominantly from private equity firms. The results. involved over 90 respondents comprising CEOs. conducted between late November 2008 to early January 2009.About this poll This poll “The State of Corporate Governance in India: 2008” is an initiative of KPMG in India’s Audit Committee Institute. a Swiss cooperative. motivating and retaining talent • Creating a secure and prosperous operating environment and improving operational performance • Managing and mitigating risk and protecting and enhancing the company’s reputation. The poll.
India Inc. All rights reserved. headway has been made. transparent and objective and is it aligned to the company’s needs? • It is important to focus on not just earnings but on the sustainability of business models. Some considerations in this respect are outlined below: • Codes of conduct and whistle blower policies are important. To achieve this. a Swiss cooperative. is whether we need major regulatory changes to improve corporate governance. What is good corporate governance? Good corporate governance is characterized by a firm commitment and adoption of ethical practices by an organization across its entire value chain and in all of its dealings with a wide group of stakeholders encompassing employees. certain checks and practices need to be whole-heartedly embraced. Focus on not just “How much?” but on “How?” “At what cost?” and “At whose expense?” . a good balance has been achieved i. or whether improved standards of corporate governance could be achieved through adoption of principle-based standards of conduct. vendors. so that compliance is strictly adhered to. • Rating agencies need to develop criteria that focus on substance rather than the form of governance • Compensation of executive directors should flow from an objective performance evalution process conducted by the board • Greater transparency and disclosure of executive performance criteria are required which should include financial and non-financial measures • Regulators should send clear signals that they shall be proactive in imposing substantial penalties for non-compliance. It is vital for board members and senior management to lead by example • The concept of having independent directors is a good one in theory but more important is the process underlying selection of independent directors – is this process rigorous. From a purely regulatory standpoint.e. customers. . in terms of helping ensure that regulations are not stifling our entrepreneurial initiatives. * Source .CLSA CG watch Survey 2007 Sammy Medora Chairman Audit Committee Institute © 2009 KPMG. has generally been proactive in promulgating corporate governance regulations. in both good and bad times.Foreword Corporate governance regulatory landscape in India Recent events in India have put the spotlight on corporate governance practices of Indian companies. In doing so. India compares favorably with most other developing and Asian economies as far as its corporate governance rules are concerned*. but more important is how they are communicated and practiced. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. A key aspect that is being debated in the corridors of India Inc. regulators and shareholders (including the minority shareholders).
a Swiss cooperative. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. .© 2009 KPMG. All rights reserved.
. a Swiss cooperative.Table of contents Highlights of Poll Corporate governance in India – regulatory landscape Corporate governance concerns Rethinking board’s priorities and performance Improving and enforcing corporate governance Respondents 01 02 05 10 15 19 © 2009 KPMG. All rights reserved. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International.
a Swiss cooperative. . Corporate governance concerns • Thirty-five percent of respondents consider weak oversight and monitoring as the biggest risk to corporate governance. All rights reserved. there exists a significant need to enhance integrity and ethical values in the larger eco-system • 72 percent of the respondents believe it is necessary for an independent and transparent process to evaluate performance of board members • Two-thirds believe that exclusive sessions of independent directors are essential • 47 percent feel that the effectiveness of corporate governance should be monitored through audits by corporate governance specialists. © 2009 KPMG. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International.1 Highlights of Poll Spirit and practice of governance regulations and practices needs to be intertwined • Majority of the respondents believe that while corporate governance should be practiced through principle-based standards and moderate regulations. while twenty-one percent perceive management override as a greater risk • A significant majority would prefer greater empowerment to independent directors • There is still a long way to go in protecting minority shareholders • Many respondents believe that skill-sets of audit committee members range from medium to high. there is a need for stronger regulatory review and exemplary enforcement. Factors to improve and enforce corporate governance • 85 percent of the respondents think that the remuneration of Chief Executive Officers (CEO) should be significantly linked to company performance • Most respondents believe that while steps at introducing the code of conduct and whistle blower policy have been introduced. Priorities and practices of boards need to be revisited • Over two-thirds of the respondents were generally of the view that there is scope for improvement when it comes to board members having the right information and enough time to discharge their duties • 73 percent of the respondents believe that risk management practices need to be improved • There is a mixed response on Corporate Social Responsibility (CSR) priority for Indian corporates.
believes that the spirit and practice of governance regulations and practices need to be intertwined We asked respondents whether they see improvement in corporate governance following the introduction of clause 49. While 19 percent of the respondents feel there has been significant improvement. 46 percent noted that clause 49 may require a few changes and 44 percent noted that clause 49 could benefit from a significant revamp. All rights reserved. This question evoked a mixed response from respondents. Change in corporate governance levels in India after introduction of clause 49 There is also the question on whether clause 49 can be strengthened and to what extent. 68 percent of the respondents believe that significant scope for improvement exists. . India Inc.2 Corporate governance in India – regulatory landscape Clause 49 of the listing agreement with stock exchanges provides the code of corporate governance prescribed by SEBI for listed Indian companies. a Swiss cooperative. With the introduction of clause 49. Can clause 49 be strengthened to inculcate good governance practices? © 2009 KPMG. compliance with its requirements is mandatory for such companies. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International.
. minimization of regulatory approvals and increased and more transparent disclosures. All rights reserved. penalty levels in India are considered to be inadequate to enforce good governance. 53 percent of the respondents believe that the new Companies Act might have a limited or insignificant impact in addressing contemporary corporate governance issues in India. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. Are penalty levels in India to discipline poor and unethical governance low? Will the new Companies Act have a positive impact on corporate governance? The Ministry of Corporate Affairs has proposed the New Companies Bill 2008 which aims to improve corporate governance by vesting greater powers in shareholders. 28 percent of the respondents believe that its impact is likely to be positive.3 In comparison with developed countries that impose stringent penal and criminal consequences for poor corporate governance. 71 percent of the respondents considered penalty levels to discipline poor and unethical governance to be low. The remaining 19 percent were undecided. These have been balanced by greater emphasis on self-regulation. a Swiss cooperative. © 2009 KPMG. 22 percent of the respondents were either undecided or did not know if the penalty levels are low.
4 Principle-based approach is required for corporate “Typically a ‘principle-based approach’ means circulation of governance a cogent set of principles and Eighty percent of the respondents believe corporate governance should be practiced through a mix of principle-based standards and moderate regulations.shtml December 2008 The existing (Clause 49) and ensuing (The Companies Bill.govt. preferred practices which companies are asked to adopt Should corporate governance standards be enforced through regulations or as they see most appropriate should they be principle-based? to their particular circumstance.nz/speeches/2003/jds031103.Chairman Securities Commission New Zealand & Executive Committee.” Jane Diplock AO .seccom. however. IOSCO Source: http://www. What is required is a principle-based approach developed on fundamentals. preventing moral fragility that is enforced through pragmatic levels of regulations. does not solely rest on control through increased regulations. . 2008) legislations do cover the fundamentals of effective corporate governance and India compares favorably with most other developing and Asian economies as far as the adequacy of corporate governance regulations are concerned. Improved corporate governance.
21 percent of the respondents considered management override to be the biggest risk.5 Corporate governance concerns Various factors pose challenges to effective corporate governance in India We asked the respondents about the bigger risks to corporate governance in India and key reasons for corporate failures in the West. © 2009 KPMG. 35 percent considered weak oversight and monitoring as the biggest risk to corporate governance. . Inadequate independence and lack of respect for the shareholder community were also regarded as major risks by 18 percent and 15 percent respectively. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. All rights reserved. a Swiss cooperative. This is lower in comparison to 55 percent of the respondents who participated in our poll and considered this factor to be the single biggest reason for corporate failures in the West.
Majority of the respondents feel that independent directors do not adequately challenge the executive directors and management in the process of discharging their governance responsibilities. a Swiss cooperative. • Peer evalution of independent directors should be adopted. This would enable independent directors to openly discuss amongst their group how they are performing and take tangible steps to improve their individual and collective functioning. Do independent directors merely contribute towards satisfying a regulatory requirement? Many Indian companies operate in a family-owned culture. boards should address the following key areas specifically concerning independent directors: • Adoption of a formal and transparent process for director appointments. All rights reserved. The conflict of interest involved in managements appointing independent directors should be tackled through nomination committees (comprising independent directors) for identification of directorial candidates • Alignment of needs of the company to the skills required in the boardroom • Segregation of the roles of CEO and chairman of the board of directors. CEO performance evaluation process should be introduced when the company is performing well. The selection of independent directors who are known to promoter directors has further compounded the problem. © 2009 KPMG. There has been an implicit assumption amongst boards that senior managers know their job and have the best interests of companies they manage at heart. The chairman of the board should be an independent director who plays a key role in setting the priorities of the board • Planning for CEO and board succession in different scenarios • Formal evaluation of the CEO and senior management team’s performance at least annually. clause 49 requires that at least 50 percent of the board should comprise independent directors. The concept of CEO and board chair separation is well accepted in Europe and is being steadily adopted in the US. where the board chair is an executive director.6 Independent directors need significant empowerment Clause 49 prescribes that at least a third of Indian boards should comprise independent directors in cases where the board chair is an independent director. From a governance standpoint. . • Independent directors should take steps to make themselves aware of their rights. Evaluation of CEO performance sends a clear message that the CEO is accountable to the board and introduces a healthy balance of power. This has sometimes resulted in boards refraining from asking the difficult questions to senior managers when the company has been performing well or until there is a crisis. However. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. responsibilities and liabilities.
) a number of initiatives need to be embraced such as: • Informative Management Discussions and Analysis disclosures that focus on improving level of detail around operations and key risks • Openness and transparency in dialogue with shareholders • Objective and transparent whistle blower policies that are available to key stakeholders (employees.org/aboutus. R. a Swiss cooperative. In the context of meeting expectations of stakeholders beyond the minority shareholders (eg. customers and vendors) and provide adequate safeguards against victimisation of whistle blowers • Have minority shareholders’ representatives on boards as independent directors. All rights reserved.7 “Corporate governance is about owners and the managers operating as the trustees on behalf of every shareholder–large or small. Murthy Chief Mentor Infosys Technologies Limited Source: http://www. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. customers.htm December 2008 Principle of trusteeship . employees.appropriate protection for minority shareholders 75 percent of the respondents believe that significant efforts need to be made to address the concerns of the minority shareholders. © 2009 KPMG.nfcgindia. increased activism from institutional shareholders and reinforcing the role of independent directors on the board is likely to take shape in the near future. As minority shareholders may not have complete understanding of their rights or the avenues through which these rights could be exercised. .” Narayana N. 12 percent of the respondents say that minority shareholders’ concerns are sometimes addressed but not in the best interests of the company. vendors etc. Are concerns of minority shareholder groups adequately addressed by Indian boards? Shareholder activism in India is at a nascent stage and comes to the fore only in instances where institutional investors holding a significant stake are in a position to question the quality of corporate governance.
88 percent of the respondents rate the quality of MD&A section of the annual report as medium or low. Effectiveness of committees of boards (other than audit committee) Quality of Management Discussion and Analysis Report of Indian companies Quality of Management Discussion and Analysis in annual reports is moderate Management Discussion and Analysis (MD&A). of the company is becoming an important section of the annual report. companies have numerous committees of the board such as ESOP Committee. . developments. Remuneration Committee. Audit Committee. All rights reserved. Risk Management Committee. a Swiss cooperative. The other 12 percent of respondents rate its quality to be high or very high. threats. etc. opportunities.8 Committees of boards may not have high effectiveness In present times. which highlights the structure. There is a need for establishing a framework around the functioning of committees of boards so that their effectiveness is demonstrated. concerns. etc. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. © 2009 KPMG.
How do you rate the skill-sets of Indian audit committees? Companies should address the challenges that their audit committees face and focus on enhancing skills in some of the most important areas listed below: • Better understanding of risk. the audit committee. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. has a specific responsibility of acting in the interests of stakeholders through effective oversight of the company’s financial reporting and its risk management and internal control systems.9 Audit committee skill-sets may need to be enhanced Audit committees. which acts independently of executive management. a Swiss cooperative. While it is the duty of all directors to act in the interests of the company. are entrusted with the responsibility of ensuring the integrity of the company’s financial statements. managing risks through internal control system and functioning of its internal audit function and regulatory compliance. largely comprising independent directors. All rights reserved. strategy and business models • Understanding implications of the external environment on financial forecasts and performance • Comprehend complex accounting policies and practices – how their application impacts results • Monitoring fraud risk especially relating to senior management override of internal controls • Assessing IFRS readiness and transition plans • Monitoring “tone at the top” in difficult times • Effective oversight of internal and external auditors • Ensuring that the board’s strategic direction is in the best interest of all including minority shareholders • Evaluation of audit committee and its members based on an established framework for its functioning. © 2009 KPMG. The poll indicates a mixed opinion of respondents over the skill-sets of audit committees. .
internal auditors and external auditors • As part of its annual evaluation process. balance between presentation and discussion. may leave them with very little time to devote to the affairs of their boards. culture and the impact of these elements on the financial numbers • The conduct of board meetings needs introspection in terms of frequency and duration. © 2009 KPMG. independent directors may not get adequate information before a board meeting. a Swiss cooperative. information needs. consultation when in doubt • Board chairs should actively monitor how individual directors are proactively identifying and fulfilling their knowledge and competency needs • Independent directors need to conduct various exclusive sessions on a one-on-one basis with management. coupled with a packed board meeting calendar. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International.10 Rethinking board’s priorities and performance Indian boards may not get the right information and enough time Independent directors often hold other C-level positions in other companies and this. Do Indian board members get right information and enough time to discharge their board duties? • Independent directors need to spend significant time in understanding the various business operations. company’s control environment. . Additionally. All rights reserved. An additional 28 percent of the respondents believe there is a scope for improvement. interaction outside the boardroom and most importantly. the board should review the quality of information it receives and consider how it can be improved. 22 percent of the respondents think that board members never get the right information and enough time. 35 percent of the respondents think that board members sometimes get both enough time and the right information.
Is CSR high on the agenda of Indian companies? © 2009 KPMG. a Swiss cooperative. Thirty percent of the respondents were undecided on this aspect. suppliers. . This responsibility goes beyond compliance with regulations and is about organizations voluntarily taking further steps to improve the quality of life for employees as well as for the local community and society at large. 47 percent of the respondents believe that CSR is not high on the agenda of Indian companies. All rights reserved.11 Corporate Social Responsibility . employees. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. communities and the environment.not yet top of mind for Indian corporates Corporate Social Responsibility (CSR) is a concept through which organizations consider the interests of society by taking responsibility for the impact their activities have on customers.
boards are being made responsible for sustainability of the companies they govern. All rights reserved. Do you believe that sustainability is an important canon of corporate governance and boards should be responsible for it? © 2009 KPMG. people and environment. values. An additional 31 percent of the respondents believe that boards are partly responsible for sustainability. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. human and other resources and the environment in which the companies operate is gaining importance. 11 percent of the respondents believe that sustainability can not be the responsibility of boards as it is a factor of numerous uncontrollable events. 58 percent of the respondents believe that boards are fully responsible for triple bottom line sustainability in profitability.12 Boards should be responsible for sustainability Increasingly. a Swiss cooperative. . The need to ensure a high degree of sustainability in earnings.
38 percent of the respondents believe that stock options should be used but they should form a secondary share of board remuneration. Stock options are considered as a favored remuneration tool for board members. Are stock options a boon or a conflict of interest? © 2009 KPMG. 37 percent of the respondents consider stock options to be a boon as they inextricably link board performance with the company’s performance. All rights reserved.13 Stock options evoke a mixed response! Stock options are offered to management and others to align their interest with those of the shareholders. a Swiss cooperative. when the company is not performing well) or encourage insider trading.e. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. This gives an incentive to behave in ways that are likely to boost the company's performance and hence its stock price. 26 percent of the respondents believe that stock options should not be favored as they can either be creatively allocated to reward board members in lean times (i. .
Risk management should not be viewed as a support function * • Risk professionals should have appropriate authority in the organization and should have the powers to curb risk taking by business units* • Risk management must be defined as being the role of senior management. financial and compliance risks and whether this is consistent with the company’s risk appetite? Senior Management • The standing of risk management in the organization should be elevated and should figure prominantly in business decision making. and communication/coordination of risk oversight activities with the board and other committees. They felt notably less confident (and cited various opportunities for improvement) in their oversight of risk management—including IT risk and governance.14 Risk management practices in Indian companies Seventy-three percent of the respondents believe that risk management practices need to be improved. and his or her focus on risk must filter through the organization* • Senior management should set aside time to discuss potential economic scenarios and consider the impact of these outcomes on the business. policies and procedures • Boards should consider the risks inherent in strategic choices and whether these are acceptable • Evaluate evolving risks – what impact changes to strategy have on the suite of operational. All rights reserved. and internal controls/404 processes. potential impact and procedures to address them. The chief executive. The Audit Committee Member Survey highlighted that risk management is the top oversight priority for audit committee members. * * Source: Managing risk in perilous times . as the "owner" of risk in the organization. The board through its committees should be peridically monitoring the results. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. Sponsored by ACE. their ownership and how they are mitigated • Diversity of skills on the board is fundamental to effective risk management • Boards should have a clear understanding with senior management regarding their risk appetite in various areas and help ensure that these are articulated and considered in design of controls. risk How would you rate the current standards of risk management practices in Indian companies? reporting. usually the chief executive. KPMG. a Swiss cooperative. Boards • Boards should demand and obtain a holistic view of risks both on and off the balance sheet. . The results of this poll are similar to the results of the global Audit Committee Member Survey conducted jointly by KPMG and the National Association of Corporate Directors in USA (NACD) in 2008. SAP and Towers Perrin) © 2009 KPMG. their severity. must be seen to elevate the authority of risk management. The survey highlighted that audit committee members felt more confident in their "traditional" areas of oversight— accounting judgments and estimates.Practical steps to accelerate recovery (A report from the Economist Intelligence Unit. Senior management should seek a range of views and perspectives in order to test its assumptions* • Executive management should have complete visibility of the processes to identify risks.
a Swiss cooperative.corpgov. improvement in financial and other disclosures and individual and communal improvement in risk management and oversight processes received highest votes (24 percent each). Should remuneration of CEOs be significantly linked to company performance and involve a medium term “lock in” option? © 2009 KPMG.” Sir Adrian Cadbury in 'Global Corporate Governance Forum'. These were followed by enhancing the powers of independent goals. 2000.net/library/library. The corporate directors (20 percent). 4 percent of the respondents do not believe that the remuneration of CEOs should be significantly linked to company performance. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. separation of the position of chairman and CEO (17 governance framework is there percent) and strengthening minority shareholders’ rights (15 percent). .15 Improving and enforcing corporate governance “Corporate Governance is Factors to improve corporate governance concerned with holding the Respondents were asked to rate certain factors that may result in improvement of corporate governance practices in companies. World Bank. The importance of all identified balance between economic factors (refer to table below) were rated almost equally by the respondents. to encourage the efficient use respectively. The aim is to align as nearly as possible the interests of individuals. and social goals and between In order of importance. Source: http://www. corporations and society.html December 2008 Factors were ranked in the order of importance Linking CEO rewards to performance: 85 percent of the respondents think that remuneration of CEOs should be significantly linked to company performance and involve a medium term lock-in option. of resources and equally to How do you rate the importance of following factors in improving corporate governance standards? require accountability for the stewardship of those resources. All rights reserved. 11 percent of the respondents are either undecided or do not know if the remuneration should be linked to performance.
analysts should pro-actively question/challenge management on areas pertaining to corporate governance comprising protecting minority interests. a Swiss cooperative. fraud risk management and CSR. © 2009 KPMG. government dealings. management compensation. lenders. . risk management practices. All rights reserved. Respondents were asked if similar importance was given to integrity and ethical values. significant scope exists to enhance integrity and ethical values within the organization and the eco-system. vendors. Are integrity and ethical values given due importance by Indian companies? Some of the improvement levers include: • Striving to ensure that the code of conduct is understood and adhered to by all members of the organization • The performance management system should recognize and reward ethical behavior • Extensive background checks should be performed on the senior employees joining the organization • Companies should screen third parties (customers. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International.16 Integrity and ethical values Indian companies have been focusing on code of conduct and whistle blower mechanism as a fundamental of good governance. Majority of the respondents say that although Indian companies give similar importance to integrity and ethical values. related party transactions. JV partners) with whom it does business for their commitment and adherence to ethical practices • The scope of whistle blower policies should be extended to the wider stakeholder group • Chairman of the audit committee should have direct oversight of whistle blower incidents • Investors.
Board to have an independent and transparent process to evaluate the performance of all its members Board to have a process of conducting exclusive sessions with its independent directors Board members related to the promoter group to abstain from voting on appointment of a director related to the promoter group © 2009 KPMG. . a Swiss cooperative. and board members related to the promoter group should not vote on the appointment of a director related to the promoter group.17 Improving corporate governance levels .some positive steps Introduction of certain practices are considered to be very positive by respondents towards improving levels of corporate governance. 68 percent and 71 percent of the respondents respectively believe that exclusive sessions should be conducted with independent directors. All rights reserved. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. 72 percent of the respondents believe an independent and transparent process to evaluate the performance of board members can improve corporate governance.
Vanderbilt University Law School Source:http://www. who controls them. an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. a Swiss cooperative. how should be monitored by way of corporate governance audits carried out by that control is exercised. are allocated. Monitoring the effectiveness of corporate governance practices is also a key cultural. © 2009 KPMG.” 15 percent of the respondents believe that the monitoring should be by way of investors / minority shareholder groups having access to full information and Margaret Blair Professor of Law.ht ml .corpgov.December 2008 another 12 percent believed that the monitoring should be through rating agencies. All rights reserved. .net/library/library. how the risks and return from 26 percent of the respondents believe that it should be monitored by the boards the activities they undertake themselves through self-assessment tools. Who should monitor effectiveness of corporate governance practices at companies? Some of the aspects that may require regulatory change: • Board and audit committee evaluations should be mandatory • Current limits on independent directorships need to be revisited • The CEO and board chair roles should be segregated • Stricter penalties for non-compliance • Transparent CEO evaluation process including disclosure of performance criteria • Role of nomination committees to drive independent director selection process. and corporate governance specialists. and institutional concept emerging in India. We asked respondents who should monitor the arrangements that determine effectiveness of corporate governance practices. what public corporations can 47 percent of the respondents believe that effectiveness of corporate governance do.18 “Corporate governance is Monitoring effectiveness of corporate governance about "the whole set” of legal.
independent directors and similar leaders.19 Respondents The poll involved over 90 respondents comprising CEOs. . an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International. CFOs. a Swiss cooperative. Business Profile of Respondents CEO/ Managing Director CFO Executive Director Independent Director Company Secretary Any other 32% 23% 11% 9% 8% 17% Industry sector profile represented by respondents’ organization © 2009 KPMG. All rights reserved.
an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.Governance. Phase 2. Plot No. Banjara Hills Hyderabad . KPMG and the KPMG logo are registered trademarks of KPMG International. Kolkata 700 091 Tel: +91 33 44034000 Fax: +91 33 44034199 Key Contacts Richard Rekhy Chief Operating Officer and Head . Dumasia Executive Director and Head . Tower B.11.Advisory Tel: +91 80 3980 6500 e-Mail: rrekhy@kpmg. Sector V Salt Lake City. 3rd Floor. Printed in India. 10.com KPMG in India Mumbai KPMG House.com Neville M.10 Mahatma Gandhi Road Nungambakkam Chennai 600 034 Tel: +91 44 3914 5000 Fax: +91 44 3914 5999 Hyderabad 8-2-618/2 Reliance Humsafar. G-1 10th Floor. a Swiss cooperative. © 2009 KPMG. Bangalore 560 071 Tel: +91 80 3980 6000 Fax: +91 80 3980 6999 Chennai No. Block – EP & GP. 4th Floor Road No. Inner Ring Road. . Kamala Mills Compound 448. Gurgaon 122 002 Tel: +91 124 307 4000 Fax: +91 124 254 9101 Pune 703. Koramangala. a Swiss cooperative. Godrej Castlemaine Bund Garden Pune 411 001 Tel: +91 20 305 85764/65 Fax: +91 20 305 85775 Bangalore Solitaire 139/26.500 034 Tel: +91 40 6630 5000 Fax: +91 40 6630 5299 Kolkata Infinity Benchmark.in. Although we endeavor to provide accurate and timely information. there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. All rights reserved. Senapati Bapat Marg Lower Parel Mumbai 400 013 Tel: +91 22 3989 6000 Fax: +91 22 3983 6000 Delhi DLF Building No. 8th Floor. Risk and Compliance Services Tel: +91 22 3983 6402 e-Mail: email@example.com. DLF Cyber City.
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