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Corporate Governance has several claimants- share holders and other stakeholders- including suppliers, customers, creditors, bankers, employees, government and society . As the report is for SEBI, investors and shareholders are to form the principal constituents
50%.on a selective basis 4.RECOMMENDATIONS Are divided into:a) Mandatory b) Non-mandatory MANDATORY 1.Qualified and independent Audit Committee 5.Audit Committee meetings 3 times in a year .Nominee directors. some independent 3.Implementation in phases as per schedule 2.Non-executive directors.
Audit Committee functions as the bridge between the Board and statutory and internal auditors 8. if necessary 7.Remuneration committee of the Board should decide the remuneration of non-executive director 9.RECOMMENDATIONS 6.Powers of the Audit Committee a) To investigate only activity within its terms of reference b) To seek information from any employee c) To obtain outside legal or professional advice d) To secure attendance of outsiders.Disclosure of remuneration package of directors to shareholders .
Board should clearly define the role of CEO and key managers 14. b) Segment reporting where a co.Board meetings should be held at least 4 times in a year 11.has multiple lines of business c) Disclosure & treatment of related party transactions d) Treatment of deferred taxation 13.A director should not be a member in more than 10 committees or acts as chairman of more than 5 committees 12.Accounting standard and financial reporting :a) Consolidation of accounts of subsidiaries.RECOMMENDATIONS 10.Board and management must be accountable to shareholders .
RECOMMENDATIONS 15. Postal ballot to be introduced 16.G.Shareholders right to participate and informed on fundamental corporate changes.G. 19.Redressal of shareholders complaints.Board should delegate the powers of share transfer 18. in the annual reports of the companies with a detailed compliance report on C.A separate section on C. .Auditors of the company to give a certificate regarding compliance of the mandatory recommendations and annex the certificate with the director¶s report. Quarterly results to be put up on company¶s web sites.committee of the Board to be set up under the chairmanship of non-executive directors 17.
Chairman¶s role is different from that of the CEO 2.RECOMMENDATIONS NON MANDATORY 1.A non-executive chairman entitled to maintain a chairman¶s office at company¶s expense 3.Half-yearly declaration of financial performance to be sent to shareholders 5.Remuneration committee of the Board should consist of three directors 4.Institutional shareholders take active interest in the composition of the Board and be vigilant .