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Corporate Governance requirements as per clause 49 of listing agreement
Composition of Board Optimum Combination Company should have op timum combination of executive and non-executive directors, with not less than 50% of directors comp rising of non-executive directors. M inimum age of director should be 21 y ears.
There should be at least 50% independent directors, in following cases – (a) Chairman is executive (b) Chairman is non-executive but is a promoter of company or is related to any promoter or person occupying position at the Board level or one level below Board, at least 50% of the Board shall consist of independent directors. In other cases, i.e. when non-executive Chairman is an independent director (i.e. not related as stated above), it is sufficient if at least one-third of directors are independent directors [clause 49/(I)(A) of Listing Agreement].
If an indep endent director resigns or is removed, vacancy should be filled in 180 days. This is not essential if comp any has sufficient indep endent directors (one-third or one-half as ap plicable) even if the vacancy is not filled in [clause 49(I)(C) of Listing Agreement]].
Disclosure about relationships between directors
Disclosure about relationship between directors inter-se shall be made in the Annual Report, notice of ap pointment of director, prosp ectus and letter of offer for issuance and related filings made to stock exchange, where the company is listed [clause 49(IV) (G)(ia) of Listing Agreement inserted w.e.f. 8-4-2008].
Definition of independent director
Meaning of independent directors 'Independent director' means a non-executive director who - (a) apart from receiving director's remuneration, does not have any other material pecuniary relationship or transactions with company, its promoters, its directors, its senior management or its holding company, subsidiaries and associates, which may affect independence of the director. Senior management means members of management one level below executive directors including functional heads (b) is not related to promoters or management at the board level or at one level below the Board (c) Has not been executive of the company in immediately preceding three financial years (d) is not a partner or an executive or was not partner or an executive during the preceding three years, of any of the following – (i) the statutory audit firm or the internal audit firm that is associated with the company and (ii) the legal firm/s and consulting firm/s and consulting firm/s that have a material association with the entity (e) is not a material supplier, service provider or customer or a lessor or lessee of the company, which may affect independence of the director and (f) is not a substantial shareholder of the company, i.e. owning two percent or more of the block of voting shares. [clause 49I(A)
its employees or promoter’ its nominees shall be deemed to be related to it [Explanation to clause 49I(A)(ii) of Listing Agreement. if in the opinion of Central Government. its directors other than independent Meaning of directors. in the opinion of directors company. 1. However. inserted w. Limits shall be set for the maximum number of stock options that can Stock options be granted to non-executive directors including independent directors in to nonany financial year and in aggregate. its employees or its nominees shall be deemed to be related ‘related to any to it. managerial remuneration can be fixed by Articles or by resolution in general meeting. Board will review comp liance reports of all laws ap plicable to company.htm 2/10 . resolution in general meeting is required to be passed for any managerial remuneration (except payment of sitting fees). prep ared by company and steps taken by comp any to rectify instances of non-comp liance [clause 49I(C)(iii) of listing agreement]. except sitting fees. director possesses requisite qualifications. These non-executive details should be disclosed in the notice to general meeting called for directors appointment of such director. directors nominated by Government on Government companies will not be ‘independent directors’. .. Review of compliance report dateyvs. 23-10-2008] The company may ensure that the person being appointed as Qualifications of independent independent director has the requisite qualifications and experience which would be of use to the company and which. Thus. in case of listed company. its directors. executive directors Board meetings and information to be given to Board Frequency of Board meeting Board meetings shall be held at least four times in a year. about All fees/compensation paid to non-executive directors shall be fixed by independent the Board of Directors and shall require previous approval of directors and shareholders in general meeting (except that sitting fees are not approval of required to be approved in general meeting). Shareholders’ resolution appointment shall specify the maximum number of stock options that can be granted to non-executive directors including independent directors.As per section 309(1).28/01/2011 Corporate Governance (iii) of Listing Agreement] [Concept of ‘materiality’ implies that minor transactions with company will not affect the independent character of director] Nominee directors appointed by an institution which has invested in or lent to the company shall be deemed to be independent directors [ Explanation (c) to clause 49-I(A) of Listing Agreement]. M inimum information to be made available to Board has been specified in Annexure 1A of clause 49 of Listing Agreement. This is non-mandatory requirement] Non-executive directors are required to disclose their shareholding (own Disclosures by or held on a beneficial basis) before being appointed as director.com/corporate_governance. Non executive directors’ compensation and disclosures Clause 49(IB) of Listing Agreement makes following provisions in Disclosures respect of remuneration to remuneration of non executive directors. If the promoter is listed entity. ‘Institution’ means PFI (Public Financial institution) or Bank. with maximum time gap of four months between the meetings [clause 49I(C) of Listing Agreement]. Proviso to section 309(1) provides exemption to remuneration for services rendered by director in professional capacity. If the promoter is a unlisted entity. would enable him to contribute effectively to the company in his capacity as independent director [Annexure 1D item No. However.e. ‘Associate’ means ‘associate’ as defined in AS-23.f. [This is not a mandatory requirement]. all such remuneration will have to be approved in general meeting. Independent directors may have a tenure not exceeding a period of nine years on the Board.
com/corporate_governance.htm 3/10 . This statement shall be Requirements relating to code of conduct dateyvs.. the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document/prospectus. This code of conduct shall be posted on the website of the company. Further. Audit committee and Shareholders’ Grievance Committee shall be considered for purp ose of the limit. .e. . in particular the investments made by the subsidiary company. sales and marketing. but other companies (p rivate companies. [clause 49(IVC) of Listing Agreement] When money is raised through an Initial Public Offering (IPO) it shall Proceeds from disclose to the Audit Committee.For p urpose of considering the limit of committees on which a director can serve. together with management’s explanation why the Accounting alternate treatment is giving better view [clause 49(IVB) of Listing Treatment Agreement] Company shall lay down procedures to inform Board members about Disclosure of the risk assessment and minimization procedures.. the uses / applications of funds by Initial Public Offerings (IPOs) major category (capital expenditure. working capital. etc).28/01/2011 Limit on numbers of committees Corporate Governance Restrictions on Committee membership A p erson shall not be member of more than 10 committees of Board. all listed and unlisted public comp anies will be included.. He shall not be Chairman of more than five committees across all comp anies in which he is director. If any transaction is not on an arm’s length basis. management shall provide an explanation to the Audit Committee justifying the same. Policy towards Subsidiary Companies of listed company At least one independent director on the Board of Directors of the Control over holding company shall be a director on the Board of Directors of the subsidiary subsidiary company.. the fact should be disclosed in Disclosure of financial statement. membership of other committees will not be considered [explanation to clause 49(IC) of Listing Agreement] Code of Conduct for directors and senior managers Board of a company shall lay down the code of conduct for all Board members and senior management of a company. Every director must inform the company about committee p ositions he occup ies in other comp anies annually. only two committees i. . The term "senior management" shall mean personnel of the company Meaning of who are members of its core management excluding Board of ‘senior Directors. i. These procedures risks and risk shall be periodically reviewed to ensure that executive management management controls risk through means of a properly defined framework.The Management should bring to notice of Board of holding company all significant transactions and arrangements entered into by unlisted subsidiary company [clause 49(III) of Listing Agreement] Disclosures Basis of related A statement of all transactions with related parties including their basis shall be placed before the Audit Committee. foreign companies. on a quarterly basis as a part of their quarterly declaration of financial results. Details of material party transactions which are not in normal course of business shall be placed transactions before audit committee. this would comprise all members of management management’ one level below the executive directors [clause 49(ID) of Listing Agreement]. section 25 comp anies) will be excluded.The Audit Committee of the holding company shall also review the financial statements. on an annual basis.e. [clause 49(IVA) of Listing Agreement] If accounting standards are not followed. The annual report of the company shall contain a declaration to this effect signed by the CEO. Further. . Normally. and notify changes as and when they take place.The minutes of the Board meetings of the subsidiary company shall be placed for review at the Board meeting of the holding company. All Board members and senior management personnel shall affirm compliance with the code on an annual basis.
Board shall delegate powers of share transfer to an officer or a committee or to registrar and transfer agents. relating to all material financial and commercial transactions where they have personal interest that may have potential conflict with interest of comp any . Where company has appointed monitoring agency to monitor utilisation of proceeds of public or rights issue. or shall be sent in such a form so as to enable the stock exchange on which the company is listed to put it on its own web-site [clause 49IVG(ii) of Listing Agreement].(a) Industry structure and develop ment (b) Opp ortunities and threats (c) Segment-wise or product wise performance (d) Outlook (e) Risks and concerns (f) Internal control systems and their adequacy (g) Discussion on financial p erformance with resp ect to op erational p erformance (h) M aterial develop ments in human resources / industrial relations [clause 49(IVF) of Listing Agreement]. [clause 49IVG(iv) of Listing Agreement] Responsibility of CEO and EFO CEO/CFO certification CEO (either the Managing Director or Manager appointed under Companies Act) and the CFO (whole-time Finance Director or other person discharging this function) of the company shall certify to Board that. the report of monitoring committee will be placed before audit committee. non-receipt of balance sheet / dividend etc. The delegate authority shall attend to share transfer formalities at least once in fortnight. dealing in company shares. The report should include following matters within the limits set by the company’s competitive p osition . Management discussion and analysis report of Board Disclosure by senior management to Board of their interests in transactions Disclosure when director is to be appointed/reappointed Information about company on web S hareholders / investors grievance Committee Delegation of authority of share transfer In case of the appointment of a new director or re-appointment of a director the shareholders must be provided with the following information – (a) A brief resume of the director.htm . [clause 49(IVG)(iii) of Listing Agreement]. [clause 49(VIIF(ii)] of Listing Agreement]. commercial dealings with bodies which have share-holding or management of their relatives etc. Disclosure about remuneration giving prescribed details should be made in section on Corporate Governance [clause 49[IV-E)] A management discussion and analysis rep ort of Board shall form part of annual rep ort to shareholders. they have indicated to auditors and audit committee significant changes and instances of fraud etc. [This disclosure is to be made by senior management to Board]. [clause 49(IV-D) of Listing Agreement] [This clause makes no provision about disclosure to members. information about deployment funds raised through issue of securities is required to be given to members] All pecuniary relationship or transactions of the non-executive director’s vis-à-vis the company shall be disclosed in the Annual Report. A Board committee under Chairmanship of a non-executive director should be formed to look into redressing of shareholders and investors complaints like transfer of shares. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter. This Committee shall be designated as ‘Shareholders/Investors Grievance Committee’. as per clause 43 of Listing Agreement. they have reviewed the financial statements and the cash flow statements and to the best of their knowledge and belief these statements are true. In order to expedite process of share transfers. there were not fraudulent or illegal transactions.g. However. they accept responsibility of internal control for the purpose for financial reporting.28/01/2011 Corporate Governance Remuneration of Directors certified by the statutory auditors of the company. [clause 49(V) of Listing 4/10 dateyvs. (b) Nature of his expertise in specific functional areas (c) Names of companies in which the person also holds the directorship and the membership of Committees of the Board and (d) Shareholding of non-executive directors in the company either own or as beneficiary [clause 49(IVG)(i) of Listing Agreement] Quarterly results and presentation made by companies to analysts shall be put on company’s web-site.e.com/corporate_governance. Disclosure shall be made by senior management to Board.
and (v) The presentations made to institutional investors or to the analysts. on any matter related to capital markets.28/01/2011 Corporate Governance Agreement]. name of members and Chairperson (iii) Attendance during the year (iv) Remuneration policy (v) Details of remuneration to all the directors.to 5-4-2010] Report on Corporate Governance Members Reporting in Annual Report Annual Rep ort of Comp any shall include a sep arate section on rep ort on corp orate governance. The certificate should be submitted to Board annually before or at the time when the annual accounts are presented to Board. CRISIL index etc. (i) AGM : Date. name of members and Chairperson (iii) Meetings and attendance during the year. time and venue (ii) Financial Calendar (iii) Date of Book closure (iv) Dividend Payment Date (v) Listing on Stock Exchanges (vi) Stock Code (vii) Market Price Data : High. (i) Name of non-executive director heading the committee (ii) Name and designation of compliance officer (iii) Number of shareholders’ complaints received so far (iv) Number not solved to the satisfaction of shareholders (v) Number of pending complaints (i) Location and time. Appointment of CFO shall be approved by Audit Committee before finalisation of appointment of CFO by management [clause 49(II)(D12A) of Listing Agreement inserted w. promoter. non-executive. It is advisable that the certificate is taken on record by Board and recorded in minutes of Board meeting accordingly. penalties.com/corporate_governance. executive. for example..htm . (i) Brief description of terms of reference (ii) Composition. The report should contain following details. Low during each month in last financial year (viii) Performance in comparison to broad-based indices such as BSE Sensex.e. independent non-executive. Company’s philosophy Board of Directors A brief statement on company’s philosophy on Code of Governance. where last three AGMs held (ii) Whether any special resolutions passed in the previous 3 AGMs (iii) Whether any special resolution passed last year through postal ballot – details of voting pattern (iv) Person who conducted the postal ballot exercise (v) Whether any special resolution is proposed to be conducted through postal ballot (vi) Procedure for postal ballot (i) Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large (ii) Details of non-compliance by the company. (i) Brief description of terms of reference (ii) Composition. dates on which held. which institution represented as lender or as equity investor (ii) Attendance of each director at the Board of Directors (BoD) meetings and the last AGM (iii) Number of other BoDs or Board Committees in which he/she is a member or Chairperson (iv) Number of BoD meetings held. during the last three years (iii) Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee (iv) Details pf compliance with mandatory requirements and adoption of non-mandatory requirements of clause 49. This rep ort shall give details as sp ecified in Annexure 1C of clause 49 of Listing Agreement. (ix) Registrar and Transfer Agents (x) Share Transfer System (xi) 5/10 Audit Committee Remuneration Committee Shareholders Grievance Committee General Body meetings Disclosures Means of communication to members General Shareholder information dateyvs. nominee director. strictures imposed on the company by Stock Exchange or SEBI or any statutory authority. (i) Composition and category of directors. (i) Quarterly results (ii) Newspapers wherein results normally published (iii) Any website. as per format in main report. where displayed (iv) Whether it also displays official news releases.f.
conversion date and likely impact on equity (xiv) Plant Locations (xv) Address for correspondence. Some important measures are (a) Publication of quarterly unaudited reports with segment rep orting within one month (b) Quarterly limited review by auditors (c) Disclosures about imp ortant events in the comp any (d) Disclosures in Directors’ Rep ort. Chairman of remuneration Committee should be independent director. SEBI has initiated many amendments in listing agreements to bring transp arency and ensure adequate disclosures to members and public. All members of Committee should be non-executive directors.e. but Chairman of meeting should decide who will answer the queries. 6/10 dateyvs. as contained in Annexure 1-D of clause 49 of Listing Agreement are as follows If the Chairman is non-executive. Shareholders should be supplied half yearly rep ort about financial p erformance and significant events in last six months. Even if these are not mandatory. company has to state its adoptions / non-adoption in the 'Corporate Governance' section of the Annual Report.. The performance evaluation of non-executive directors should be done by a peer group comprising the entire Board of Directors. he should be given a Chairman's office at company's expenses and reimbursement of expenses incurred in p erformance of his duties. Non-mandatory requirements In addition to above. some non-mandatory requirements have been suggested. Non-mandatory requirements have been suggested in Annexure 1D of Listing Agreement. This mechanism could provide for adequate safeguards against victimization of employees who avail the mechanism and also provide direct access to Chairman of Audit Committee in exceptional cases. All members of Committee could be present at the meeting of remuneration committee (i. . excluding the director being evaluated. actual or suspected fraud or violation of company’s code of conduct or ethics policy. and the best ways to discharge them. their responsibilities as directors. and Peer Group evaluation should be the mechanism to determine whether to extend / continue the terms of appointment of non-executive directors. the company may establish a mechanism for employees to report to management concerns about unethical behaviour. Half-yearly reporting to members - Goal towards No Audit qualifications Training of Board Members Mechanism for evaluating non-executive Board Members Whistle Blower Policy Company may move towards a regime of unqualified financial statements.28/01/2011 Corporate Governance Adoption/nonadoption with non-mandatory provisions Requirements under other provisions Distribution of shareholding (xii) Dematerialization of shares and liquidity (xiii) Outstanding GDRs/ADRs/ Warrants or any Convertible instruments. As per Listing Agreement.com/corporate_governance. Disclosure about adoptions of nonmandatory requirement Facilities to nonexecutive Chairman of Company Tenure of independent directors Remuneration Committee Indep endent directors may have a tenure not exceeding a period of nine y ears on the Board. as per clause 49VII(2) of Listing Agreement. Even if these are not mandatory. as per clause 49VII(2) of Listing Agreement] The non-mandatory requirements.htm . Existence of mechanism may be appropriately communicated within the organisation. Remuneration Committee of Board of directors may be formed to decide policy on remuneration to executive directors.Chairman of Remuneration Committee could be present at AGM to answer shareholder queries. company has to state its adoptions / non-adoption in the 'Corporate Governance' section of the Annual Report. There should be at least three members of committee. 100% quorum is desirable). Company shall train its Board members in the business model of the company as well as the risk profile of the business parameters of the company. Transparency and disclosures Besides clause 49. including pension and comp ensation payment.
.Note that he is not a member of the audit committee [clause 49II(A)(vi) of Listing Agreement]. chief financial officer. and statement of cash flows..Thus. The report shall be submitted either by the Compliance Officer or the Chief Executive Officer of the company. he need not be qualified CA/ICWA/CS. Chairman of Audit The Chairman of the Audit Committee shall be an independent Committee director. Presently. In the remarks column. This certificate will be annexed to directors’ report. or other senior officer with financial oversight responsibilities. All the members of audit committee shall be non-executive directors.The term "financially literate" means the ability to read and understand basic financial statements i. or any other comparable experience or background which results in the individual’s financial sophistication. [clause 49(VI)(ii) of Listing Agreement] Company shall obtain a certificate from auditors of the comp any or Practicing Company Secretary (PCS) regarding compliance of conditions of Corp orate Governance.htm 7/10 .com/corporate_governance. Secretary of The Company Secretary shall act as the secretary to the committee committee. Compliance certificate from auditors/PCS Audit Committee Constitution of Qualified and Independent Audit Committee Composition of audit A qualified and independent audit committee shall be set up by committee Board. or requisite professional certification in accounting. The audit committee shall have minimum three members.28/01/2011 Corporate Governance Quarterly Compliance report to stock exchange If a company has whistle blower policy. .. which is sent annually to all members. The details under each head shall be provided to incorporate all the information required as per the provisions of the clause 49 of Listing Agreement. However. company has to report to members what steps it has taken. reasons for non-compliance may be indicated. audit committee should review functioning of whistle blower mechanism. . including being or having been a chief executive officer. The Chairman shall be present at Annual General Meeting to answer shareholder queries [clause 49II(A)(iii) of Listing Agreement]. The dateyvs. balance sheet.e. Copy of the certificate shall be sent to stock exchange along with annual return which is filed with stock exchange – Clause 49(VII) of Listing Agreement. the provision is optional and not mandatory. Reporting compliance of corporate governance The companies shall submit a quarterly compliance report to the stock exchanges within 15 days from the close of quarter as per the format prescribed in Annexure IB. profit and loss account. [Clause 49(IIA) of Listing Agreement] Members of All members of audit committee shall be financially literate and at committee to be least one member shall have accounting or related financial financially literate management expertise. Two-thirds of them being independent. Meeting of Audit Committee Frequency of The audit committee shall meet at least four times a year.A member will be considered to have accounting or related financial management expertise if he or she possesses experience in finance or accounting. Gap meetings and between two meetings should not be more than four months.. but he should have had reasonable exposure to accounting and financial management aspects at fairly senior level. .
Role of Audit Committee [clause 49(IID) of Listing Agreement] The role of the audit committee shall include the following Overview of Audit committee should have oversight of the company’s financial reporting process reporting process and the disclosure of its financial information to ensure that the financial statement is correct.28/01/2011 Corporate Governance quorum quorum shall be either two members or one-third of the members of the audit committee. Where monitoring agency has been appointed by company. with particular statements before reference to – (a) Matters required to be included in Directors submission to Responsibility Statement in terms of section 217(2AA) (b) Changes Board in accounting policies and practices and reasons (c) Major accounting entries involving estimates based on exercise of judgment by management (d) Significant adjustments in financial statement arising out of audit (e) Compliance with listing and legal requirements concerning financial statements (f) Disclosure of any related party transactions (g) Qualifications in the draft audit report [clause 49(IID4) of Listing Agreement].The term "related party transactions" shall have the same meaning as contained in the Accounting Standard 18. Related Party Transactions. head of internal audit and when required. whichever is higher and minimum of two independent directors. This would apply to all companies having paid up capital exceeding Rs five crores]. but on occasions it may also meet without the presence of any executives of the company. Clause 49 gives some emphasis on ‘related party transactions’ as it is one of usual ways of siphoning out money by promoters from the company. if it considers necessary [clause 49II(C) of Listing Agreement]. though they shall not be entitled to vote. and deviations from objects deviations stated in the offer document.. The audit committee will make suitable recommendations to Board to take dateyvs. the report of monitoring agency in respect of deviations shall be placed before audit committee. as it executives/auditors considers appropriate (and particularly the head of the finance at meeting function) to be present at the meetings of the committee. issued by ICAI.htm 8/10 . internal auditor and director-in-charge of finance shall attend and participate at the Audit Committee meetings. fixation of audit fee and also approval for payment fees for any other services [clause 49(IID2) and 49(IID3) of Listing Agreement] Reviewing annual Audit Committee should review with management the annual financial financial statements before submission to the board. as per section 292A(5). Reviewing use of Audit committee will review the statement of use of proceeds of a issue proceeds and public or rights or preferential issue etc. The finance director. auditor.com/corporate_governance. sufficient and credible [clause 49(IID1) of Listing Agreement]. Recommend Audit committee should recommend the appointment and removal of auditors and their external auditor. Powers of Audit The audit committee shall have powers which should include the Committee following – (1) To investigate any activity within its terms of reference (2) To seek information from any employee (3) To obtain outside legal or other professional advice (4) To secure attendance of outsiders with relevant expertise. . a representative of the external auditor may be present as invitees for the meetings of the audit committee [clause 49II(A)(v) of Listing Agreement] [However. [clause 49(IIB) of Listing Agreement] Invitation to The audit committee may invite such of the executives. Reviewing Audit Committee should review with management the quarterly quarterly Financial financial statements before submission to the board [clause 49(IID5) Statements of Listing Agreement].
[These are already covered under duties as specified in clause 49 of Listing Agreement].f. the scope of audit including the half-yearly and annual financial statements before submission to Board. [clause 49(IID9) Discussions with Audit Committee should hold discussion with external auditors statutory auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern [clause 49(IID10) of Listing Agreement]. Audit committee should review the adequacy of internal audit systems. It will also ensure compliance of internal control systems. Such matters should be reported to the board. debenture holders.com/corporate_governance. Audit committee should review with management performance of statutory and internal auditors and adequacy of internal audit system [clause 49(IID6) of Listing Agreement]. reporting structure coverage and frequency of internal audit. including the structure of the internal audit department. Look into Audit Committee should look into the reasons for substantial substantial defaults defaults in the payment to the depositors. Review of internal The audit committee should have discussion with internal auditors any significant findings and follow up there on [clause 49(IID8) of controls Listing Agreement]. Recommendation of As per Secretarial Standard (SS-3) of ICSI on Dividend (which is presently dividend recommendatory in nature). staffing and seniority of the official heading the department. Approve Appointment of CFO shall be approved by Audit Committee before appointment of finalisation of appointment of CFO by management [clause 49(II) CFO (D12A] of Listing Agreement inserted w. in payments shareholders (in case of non payment of declared dividends) and creditors [clause 49(IID11) of Listing Agreement] Whistle blower If a company has whistle blower policy. Dividend should be recommended dateyvs. Functions of audit committee specified in other provisions Duties of audit Section 292A(6) provides that the audit committee should have Committee under discussions with the auditors periodically about the internal control Companies Act systems. 5-4-2010] Review of The Audit Committee shall mandatorily review the following specified information: (1) Management discussion and analysis of financial information by condition and results of operations (2) Statement of significant Audit Committee related party transactions (as defined by audit committee) submitted to management (3) Management letters / letters of internal control weaknesses issued by statutory auditors (5) Internal audit report relating to internal control weaknesses and (5) The appointment.e. [clause 49(II)(D7) of Listing Agreement]. removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee [clause 49II(E) of Listing Agreement] Any other function Audit committee may carry out any other function as is mentioned assigned by Board in terms of reference of Audit Committee (by Board of Directors) – [clause 49(IID13) of Listing Agreement]. audit committee should policy review functioning of whistle blower mechanism [clause 49(IID12) of Listing Agreement]. It should review the adequacy of internal audit function. Audit committee should review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature.28/01/2011 Corporate Governance Reviewing performance of auditors and internal audit system Review Internal audit function steps in the matter [clause 49(II)(D)(5) and also clause 43A of Listing Agreement].htm 9/10 . audit committee should consider financial statement before submission to Board.
htm 10/10 .28/01/2011 Corporate Governance by Board only after approval of financial statement. in case of interim dividend.com/corporate_governance. same shall be approved only after interim financial statement is considered by Committee. dateyvs. It should then be submitted to Board for consideration and declaration of interim dividend. Similarly.
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