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A. K.M. Birla Committee

Recommendations/Clause-49: XYZ LTD
1)No. of NEDs not less than 50%

2) (a)If NED is a chairman at least 1/3 of

BODs is comprised of ID.
2)(b) If ED is a chairman at least ½ of BODs is ID 1
3)AC should have minimum 3 members-
all NEDs 0

4)Majority members of AC should be ID 0

5)Chairman of AC should present in AGM 1

6)Frequency of AC meeting- Once every

6 month and once before finalization of
accounts. 1

7)Frequency of BODs meeting-

Minimum four board meeting must be
held in each year, there should not be a
time gap of more than 4 months between
any two Board meetings 1

8)Limit on committee membership- a

director should hold membership not
more than 10 committees and chairman
of not more than five committees in all
companies in which he/she is a director 1

9)IGC under chairmanship of NED 1

B.Naresh Chandra Committee on

Corporate Governance and Corporate
10)Minimum board size should be 7,of
which 4 will be ID 0

11)Disclosure of minutes of Board

meeting & AC meetings in annual
reports 0

12)Composition of audit committee

exclusively IDs 0

13)Disclosure of Audit committee

charter 1

14)CEO and CFO certification of annual

audited accounts 1

C.Narayana Murthy Committee

15)AC should be required to review
financial statement, MDA, related party
statement, 1

16)Independent AC should check

Related party statement 0
17)All audit committee members should
be financially literate 1

18)There should be an obligatory code

of conduct for board members and
individual senior executives 1

19)There shall be no nominee director,

but appointment of director only be
made by shareholders 0

20)Existence of “Whistle Blower policy”

in terms of service contract of employees 1

21)The performance evaluation of non

-executive directors should be by a peer
group comprising the entire Board of
Directors, excluding the director being
evaluated 0

D.J.J.IRANI Committee on Company

22)1/3rd of the board should consist of
IDs 1

23)The total number of Directorships

any one individual may hold should be
limited to a maximum of 15 1

24)All type of companies should be

required to disclose the
Directors’/Managerial remuneration in
the Directors’ Remuneration Report as a
part of the Directors’ Report 0

E.Cadbury Committee
25)NEDs should be selected by the
nomination committee 0

26)Directors have a duty to appoint a

company secretary someone who is
capable of carrying out the duties which
the post entails 1

27)Future service contracts of the

directors should not exceed three years
without shareholders' approval 1

28)Remuneration committees consisting

wholly or mainly of non-executive
directors and chaired by a non-executive
director 1

29)Compulsory rotation of audit firms

should be introduced, to prevent
relationships between management and
auditors becoming too comfortable. 0

30)Directors should report on the

effectiveness of their system of internal
control. 1
31)Non-executive directors should not
participate in share option schemes. 1

F.Greenbury Committee
32)RC should consist of fully by at least
3 NEDs 1

33)Chairman of RC should present in

AGM to respond queries 1

34)Remuneration report should include

pension entitlements earned by each
individual director during the year, 1

35)Shareholders 'should be invited

specifically to approve all new long term
incentive plans which potentially
commit shareholders' funds over more
than one year, or dilute the equity' 0

G.Vienot -II Committee

36)Separation of the offices of chairman
and chief executive officer 0

37)Disclosure of remuneration of
corporate officers by breaking down into
fixed and variable part 1

38)The number of shares of stock held

by each Director in his or her personal
capacity in the corporation concerned
should be entered in the annual report
and notice calling the meeting of
shareholders 0

39)The appointments committee (or an

ad hoc committee) should draw up a
plan for succession of the executive
Directors. The chairman of the company
should be a member of that committee,
but not its chairman. 0

H.Norby Committee
40)The company should appoint a
deputy chairman who will act in the
chairman's absence and in addition be an
efficient sparring partner to the
chairman. 0

41)The board holds at least five ordinary

meetings a year and the annual meeting
frequency should be published in the
annual report. 1

42)The annual report should contain

information about the age of the
individual directors and directors should
retire from the board in the year they
turn 70 at the latest. 1
I.Cromme Committee
43)Chairman of AC should not be
former member of executive board 0

J.King-II Committee

44)The chairperson should preferably be

an independent non-executive director 0

45)Where the roles of the chairperson

and chief executive officer are
combined, there should be either an
independent non-executive director
serving as deputy chairperson or a strong
independent non-executive director
element on the board. 0

46)The Company should disclose in the

annual report the number of board and
committee meetings held in the year and
the details of attendance of each director 1

47)Every company should report (called

as Integrated Sustainability Reporting) at
least annually on the nature and extent of
its social, transformation, ethical, safety,
health and environmental management
policies and practices. 0

48)The board chairperson should not be

a member of the audit committee. 0

K.Review of the role & effectiveness of

NEDs/Higgs Report

49)The non-executive directors should

meet as a group at least once a year
without the chairman or executive
directors present and the annual report
should include a statement on whether
such meetings have occurred, 0

50)The performance of the board, its

committees and its individual members,
should be evaluated at least once a year.
The annual report should state whether
such performance reviews are taking
place and how they are conducted 0

51)No individual director should chair

the board of more than one major
company 0

L.Audit Committees, Combined Code

Guidance/ Smith Report
52)Appointments to the audit committee
should be made by the board on the
recommendation of the nomination
committee (where there is one), in
consultation with the audit committee
chairman, 0

53)The audit committee should, at least

annually, meet the external and internal
auditors, without management, to
discuss issues arising from the audit. 0

M.ICGN Code of Corporate

54)A committee of independent directors
should review every related party
transaction to determine whether such
transaction is in the best interests of the
corporation. 0

N.Euroshareholders Guidelines
55)Disclosure of price- sensitive
information 1

56)Communication through E-media 1

57)Membership of NEDs to be limited

to 12 years 1

O.NYSE Listing Standards

58)Composition of NC/CGC---100%
by NEDs

59)Meeting of NEDs without

Chairman/CEOs Presence 0

60)Members of AC will receive

directors fees only 0
61)There should be C.G. Guidelines
Code of business ethics in
Total CGS 31
CGS (In %) Total-61 32.6