GROUP DISCUSSIONS GRC

Mark Your Opinion(s)

CORPORATE MANAGEMENT CHALLENGES

A: Breach of Fiduciary Duty B: Compromising Risk C: Bad Governance D: Good Governance

Note: There may be more than one opinions-options for some boxes.
Transactions/Actions Opinion
Marking

1 CEO sees the board as providing positive and constructive advise and
. guidance

2. Director approved payment of Rs. 1 million as short term loan to himself

3. Information is freely and comprehensively provided amongst board members

4. Timely interventions by IDs to avoid strategic errors are discouraged.

5. HR polices and information is usually kept secret from staff as well as outside
directors

6. CEO and two directors having entered into a private contract for supplying raw
material components to the company through a front man, at 1% less price

7. Agendas are designed to encourage and enable open debate

8. All board members are able to make effective contribution in discussions

9. The role of Chairman and CEO defined separate. However, this role is
performed by Chairman as CEO is son of the Chairman.

10. CEO sets rigid agendas, and discourages debate and interjection as he has put
in his life time years in the company.

11. Directors are unwilling to confront important issues due to a fear of being
replaced or sidelined and they trust CEO

12. 50% Cash sale of scrape is kept with directors for their entertainment expenses

13. CEO assigns secret tasks to internal auditors and seeks internal auditors report
in secret manner. Audit Reports are used to twist the arms of the HODs

14. Independent directors in addition to the agreed remunerations, are paid

handsome amount on monthly basis, out of secret funds

15. The Management is smart enough to manipulate the facts and figures to the
board escape their wrath and give them rosy estimates without having
knowledge of the associated risks

16. Independent directors have the ability to request and obtain the information they
need

17. The Board of Directors are happy having the succession plans designed for
 GROUP DISCUSSIONS GRC

themselves, as after the current CEO, the next CEO shall be the eldest son of
the Chairman. So there shall not be any gap in succession of CEO

18 Performance appraisal system is well elaborated and is available to each staff

member including the HODs. However, directors would like to finalize the
appraisal of their departmental staff themselves.

19. One director’s has made investment in similar business without entering into
written contract

20 The Chairman follows the agenda and its timelines despite the fact majority of
the participants are not able to finish their presentation.

21 One director’s son is expert in share market and has made excessive buying in
Company’s share a day before Board meeting in which 20% bonus shares was
approved.

22 Chief Internal Auditor is reporting directly to CFO

23. A vendor was allowed to enhance the prices by 20% after a meeting with one
director during Covid-19 lock downs

24. Profit in P&L, was overstated enabled to board to approve the bonus shares (Sr.
21 above)

25 Audit Committee works independent and its report is discussed in Board

Meetings regularly

26. External auditors remunerations were held because of some observations in the
Management Letter.

27 Board has set its policies as regard to disclosure of conflict of interest; related
party transactions approvals, etc.

28 CEO is an employee whereas the other board members are relatives. The board
members accepts all the acceptable suggestions of the CEO.

29. Directors remunerations are finalized by the Chairman at beginning of each year

30 2 independent directors have been nominated in the board; one having

extensive experience in audit and one having diversified experience in the
similar industry