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A course for

INDEPENDENT DIRECTORS
(For Accomplished as well as Aspiring)
By Strategic Studies Committee of Bombay Chartered Accountants' Society And S.P. Jain Institute of Management and Research

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It's all about improving your handicap

Jain Institute of Management and Research Highlights Training of Independent Directors Functions of Board of Directors Evolution of Corporate Governance Audit Committee Board Dynamics Organisational Behaviour Corporate Strategies. Structures and Leading Practices Management Techniques Role of Independent Directors Independent Directors and Studies Leader . P.Course by: Strategic Studies Committee of Bombay Chartered Accountants’ Society and S.

The course has been designed and produced jointly by Bombay Chartered Accountants’ Society and S. In order to facilitate attendance by people with busy schedules. allowing participants the whole week to absorb the subject discussed and to prepare for the next weekend’s discussions. This ensures that the course will be led by leading professional directors. Participants in this programme should expect intensive work requiring home study. There are additional inputs such as the due diligence on companies before joining their boards. lawyers. It has two broad components – technical and behavioural.INTRODUCTION The course on Independent Directors is aimed at individuals currently sitting on boards of companies or aspiring to do so. academicians. The behavioural aspect of the programme prepares participants to understand board dynamics and to help them be effective in board activities. the course will be held on weekends. the course also offers a conceptual framework based upon current advanced thinking of the responsibilities of independent directors on company boards. INTRODUCTION .P Jain Institute of . The course uses a “how-to” methodology so that participants leave the programme with a toolkit that will help them participate actively and constructively in their independent director roles. The technical component will be provided by professional directors and other leading professionals to prepare course participants for an active role in company boards and committees of those boards. Additionally. The programme has been designed considering the special needs of contemporary corporate governance and the expected obligations of independent directors to act as watchdogs of management. corporate strategists and group psychology experts. Management and Research with each side bringing course leaders with experience and knowledge of the topics they will be addressing. chartered accountants.

with shareholders and with other stakeholders • The independence of substance over form and the change in attitude expected from a management advisor to an ID THE AUDIT COMMITTEE Charter • Meeting programming • Objectives • Relationship with the Internal Auditor • Relationship with the Statutory Auditor • Relationship with the Operating Management • Risk Management • Reporting to the Board • Self Evaluation • Related party transactions • Whistleblower responsibilities • Management Discussion and Analysis • DEVELOPING CORPORATE GOVERNANCE — THE GLOBAL AND INDIAN PERSPECTIVE FUNCTIONS OF A BOARD OF DIRECTORS • Corporate strategy • CEO succession. evaluation and remuneration • Setting the culture • Good governance • Relationship with stakeholders • Relationship with the CEO and top management • Statutory responsibilities • Legal compliance CORPORATE STRATEGY . with non-IDs.PROGRAMME DET AILS PROGRAMME DETAILS COMMITTEES OF THE BOARD Nomination Committee • Remuneration Committee • Governance Committee • Other Committees • CONCEPTS • Independence in a director • An ID’s relationship with management.

PROGRAMME DETAILS JOINING A BOARD CORPORATE CULTURE • Ethics • Code of conduct Due diligence on company • Preparing for the interview • MANAGEMENT TOOLS BOARD DYNAMICS • Chairman’s role • Chairman—CEO relationship • Co-ordination by Ids • Meeting management • Conflict resolution • Teaming • Effectiveness and Evaluation Board MIS• Recent Developments in • New Management Techniques • EFFECTIVE MEETING PARTICIPATION CEO • Selection • Evaluation • Remuneration Preparing for a meeting • Pre-meeting co-ordination • Constructive tone • Assertive participation • Opinion building • Post-meeting co-ordination • PROGRAMME DET AILS .

BCAS runs clinics for solving problems of non-profit making organisations and CA students on exam related subjects. SPJIMR also offers the following programmes: • Executive MBA • Management Development Programmes • Family Managed Business Programme • Post Graduate Diploma in Information Technology Bombay Chartered Accountants’ Society (BCAS) was established as a voluntary organisation on 6th July. Till date eight batches have been completed. culminating with the certificate from University of Mumbai. Its duration is for 6 months. which has proved to be an invaluable guide to all professionals and others in the industry. . Autumn project and various other extra curricular activities. has launched an ongoing. For the benefit of members an intensive. BCAS launched an ongoing formal Education Programme of Business Consultancy Studies in collaboration with Jamnalal Bajaj Institute of Management Studies. sprinkled with a variety of academic and nonacademic learning that goes beyond the conventional classroom method. in participants.ORGANISERS BOMBAY CHARTERED ACCOUNTANTS’ SOCIETY S. gained recognition and wider acceptance due to its innovative pedagogic approach and its ability to adapt to the changing business environment. Life at SPJIMR is a journey through education. 1949 and presently has over 8. P JAIN INSTITUTE OF . The Society also publishes its journal titled ‘BCA Journal’. Every year the Society publishes a Diary and Referencer. Inaugurated in 1981 by the then British Prime Minister Rt. Government of India. The Institute has produced one of the most acclaimed Post Graduate Programmes in the country: a result of SPJIMR's linkages with industry and stateof-the-art teaching material inspired from leading Business Schools like Harvard. Development of Corporate Citizenship (social project during the Summer Term). BCAS has announced its second course on Independent Directors Studies this year. P Jain Institute of . well-structured 120 hours education programme on Internal Audit Studies in association with Welingkar Institute of Management Development and Research.100 members from all over the country. As part of the Golden Jubilee Celebration in 1998. which is subscribed not only by its members but by corporate bodies and by Tax departments. in the year 2002. MIT and Stanford. It also provides courses for self-development for its members and CA students. The representation includes pre and post budget memorandum being submitted to the Ministry of Finance. The Society also makes representations to various authorities on different laws which are in the offing. well structured study course (in a classroom style) for 45 hours is conducted on a regular basis on the subjects of international taxation covering clause by clause study of the Double Taxation Avoidance Agreements. sensitivity to realworld issues and an ability to become leaders in their chosen fields. After receiving an overwhelming response last year. BCAS. The Society caters to the needs of its members in particular and tax paying public in general and ensures that its members keep pace with the changing times. The BCAS website serves as a very good source of information and interaction for its members and others on accounting and auditing issues. The entire learning process at SPJIMR is focused on inculcating. Management and Research (SPJIMR) is rated among the top ten B-schools in the country. MANAGEMENT & RESEARCH Bharatiya Vidya Bhavan's S. Hon'ble Margaret Thatcher. A few of the creative and innovative learning ways are: Assessment & Development of Managerial Potential.

K. M. Andheri Subarban Railway Station Towards Borivali J P Road Ram Mandir S V Road Towards Vile Parle Shoppers' Stop Towards Fort Navrang Cinema Towards Marine Lines Towards Nariman Pt. Balanced Scorecard.S) W E S T E R N E X P R E S S From Airport H I G H W A Y Towards Teli Galli Andheri Flyover 10. Internal Control. S. etc Sitaram Deora (A. Mythili SPJIMR Mr. Self Assessment and Mock Audit Committee.D. Audit Committee. Zia Mody AZB & Partners Mr. Whistle Blowing Policy. Strategy Overview.D. Statutory Auditor: Relationship & Fraud. Corporate Governance Issues. N..C. ID as a leader. Road) Churchgate Mansion (Old BCAS) Bhavan's College Shiva Temple Garden Sardar Patel College of Engineering . Kewal Handa M. Risk Management. Liabilities & Fiduciary Duties of IDs.BCAS Map SPJIMR Map Nirmala Niketan College Jolly Bhavan #2 (New B. Jiban Mukhopadhay SPJIMR Mr. New Marine Lines Rd. Related Party Transactions and IDs. Objectives. Powers.C.A. Kale Chartered Accountant Dr. Nawshir Mirza: A Professional Independent Director Course Curriculum : Introduction to Concepts. Charter. Chokshi & Co. Y. Legal Compliance Overview. C. Amre Udyan P W D Dept 5th SOM Conference Venue Andheri Recreation Club D N Road Vrindavan Hotel Towards Juhu Scheme Churchgate Station Sports Complex Munshi Nagar Gate Bharatiya Vidya Bhavan's Campus Towards Hansraj Morarji High School Book Stall Security Main Gate Hotel Satkar Towards Fo ur Bungal ows S P Jain Institute of Management & Research Eminent Faculties for the IDS Course Batch I & II Mr.Sarda C. Pfizer Ltd Ms. Internal Audit. Anil Singhvi Gujarat Ambuja Cements Ltd Mr.P . Responsibilities.Kshirsagar SPJIMR Mr. Corporate Social Responsibility. Mr. Meeting Programme. Narang Chartered Accountant Mr.

26232401.H. S.: 56595601/02/03/04/05 Fax: 56595606 E-mail: bca@bcasonline. India. KSHIRSAGAR Faculty Tel. Corporate Banking – Standard Chartered Bank R. Munshi Nagar. Mumbai . Tel.in Visit us at www.: 26237454.org Visit us at www.net BOMBAY CHARTERED ACCOUNTANTS' SOCIETY 7. Mumbai .org . 26232401. Email: vatsarajco@vsnl. Ltd. Dadabhai Road. BALAJI SWAMINATHAN South Asia Head. P JAIN INSTITUTE OF MANAGEMENT AND RESEARCH . PATIL Chairman – Clearing Corporation of India & UTI AMC Pvt. 26230396 Representatives of BCAS KANU CHOKSHI Mob: 98200 13618. Jolly Bhavan No.: 26237454.bcasonline.spjimr. Email: kanu@chokshiandchokshi. Tel. 26230396 Fax: 26237042 E-mail: spjicom@spjimr.400 020. D.400 058. ZIA MODY Advocate & Solicitor – Partner of CZB & Partners Representative of SP Jain Prof. New Marine Lines. ARUN GANDHI Executive Director – Tata Sons Ltd.com BHARGAVA VATSARAJ Mob: 98210 68900.org S. Andheri (W).ernet. 2.Board of Advisors ANIL SINGHVI Managing Director – Gujarat Ambuja Cement Ltd.