Comparison of CG Practices of Indian Companies vis-à-vis OECD Guidelines

Instructions:
1. Note the salient strong/notable points and weaknesses/’opportunities for improvement’ by the
respective companies against each Metric using a 0 (not existing)-5 (could not be better) scale.
Each analysis (‘box’) to be done in 100 words or less and marks given in the last line of each “box”.
(Refer to lecture notes (slide nos. 76-86) and OECD guidelines for the evaluation.)
2. Rate (Total Score) each company at the end of the analysis in the table
3. Add your final comments (100 words or less) supporting your rating.
4. Kindly adhere to the word limits in the format prescribed – overflow will attract penalty!
5. Groups which presented and wrote reports as assignments on the tabulated companies to please
substitute Tata Steel (B2 & B7) and WIPRO (A3 &A6) by “ITC”

Name: Rishav Raj

Division/Prn(4digits): B/1083
Date: 17th November, 2020

Metric ITC WIPRO

Accountability Annual General Meetings are held
which are available for everyone to
watch. Dividend is paid and the
information related to the financials
is made public. Though there have
been talks of share buyback by the
company, this only reflects the strong
finances of the company and
confidence of the management about
the health of the company in the near
future. Taking decisions related to the
board are taken as and when
required; the last board-level changes
happened in 2015.
Score: 4
One of the executive directors of
Wipro complained about
accountability missing in 2012, the
company has improved a lot since
then. The board has clearly defined
roles which are carried out in a
professional manner. Apart from
being responsible for the daily
operations, Wipro also assumes a
strong stance towards environment
protection and sustainability. Wipro is
involved in CSR activities aimed at
uplifting people’s livelihood and
protecting the ecology. Azim Premji is
the owner with over 70% shares,
major decisions are taken by him.

Fairness All the shareholders are given voting
rights and since this process is carried
out remotely using virtually, complete
fairness is maintained. The board has
been taking decisions which are for
the benefit of the company. Even
though the Chairman has the power
to get a salary hike, this did not
happen; Chairman Mr. Puri was given
a hike only when he got promoted to
Score: 4
Wipro has been recognized as the
most 2020 World’s most ethical
companies by Ethisphere Institute. Its
treatment to shareholders has been
just. Integrity has been one of the
main principles at Wipro. Since Wipro
operates offices in many countries, in
case of a conflict with the local COBC,
the laws of the land prevail. Any
information regarding a deal that the
 the post.
Score: 3
Transparency & Financial statements and information
Disclosure on company performance is posted in
the public domain quarterly. It is
specially taken care that the
information is available to everyone
at the same time. ITC follows the
prohibition of insider trading laws
very seriously which are amended on
a regular basis, the most recent one
being in September 2020. The
Undisclosed Price Sensitive
Information (UPSI) is handled with
utmost care and is not shared with
even the analysts and research
personnel. Queries to news reports
are responded appropriately.
Score: 5
Independence Since, ITC Limited is a conglomerate
which operates many other
subsidiaries; it has not known to be in
any kind of influence from other
companies or the ruling government,
which is the usual case in many cases.
Also, ITC has never been in a
controversy with the public except
with the issue on marketing of its
tobacco products, which is not seen
in a good light.
Score: 5
Total Score 17
Comment Established in 1910, ITC Limited has
proven its mettle and has always
been a benchmark for other
companies to follow. ITC is one of the
few conglomerated which is having
almost all of its operations in profit
and even the shareholders are happy
with the performance and decisions
taken by the board. Right now, ITC is
planning the repurchase of shares
which will increase the share price
company is about to close is made
public at an appropriate time without
any bias.
Score: 5
All the statements and reports are
shared with shareholders and no bias
is practices against any group. It also
has a disclosure policy to ensure
timely, adequate and accurate
disclosure of information as per
requests. This policy complies with
the SEBI (Listing Obligations and
Disclosure Requirement), Regulations
2015. All the material information is
transferred carefully to safeguard the
interests of the shareholders. The
decisions taken by the board are
made available to everyone at the
same time.
Score: 5
Wipro has been working without
external influence since many years,
be it government or the media. It has
always been a responsible firm. But,
since the owner owns majority of the
shares, which is more than 70% of the
total share, the decisions taken by the
board may not be in accordance with
everyone’s opinion. Theoretically, this
may be correct but practically,
opinion of all the board members
should be considered before making a
decision.
Score: 4
18
Founded in the pre-independence
times, Wipro is one of the most
trusted companies in the world.
Wipro is one of the most
philanthropic firms of the world, with
its owner Azim Premji being the most
charitable man in the world has
managed to build a brand image of
his company and himself which will
be difficult to beat in the many next
years. It has a great perception value
and also reflects the confidence of among people and also a positive
people at the decision-making level. outlook.