Professional Documents
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Most Important/
Repeated/Expected Questions
Question 1
The leadership team of a company is confused on the point whether it is wise for any
company to practice good governance which comes with additional cost. Please advise
the company with your comprehensive answer quoting appropriate examples and the
relevant provisions of law.
Answer:
Governance means the process by which the affairs of the company is managed with regards to
fairness, honesty and good practices for the benefit of all stakeholders. This is to be done with
systematic policies and procedures balancing the interest of various stakeholders.
Therefore, in order to qualify as good governed company, a company has to put in place the
mechanics of the functioning of the company with checks and balances between the
shareholders, directors, auditors etc. The process of Corporate Governance is more a way of
business life than a mere legal compulsion. Moreover, there should be uniformity in governance,
so that stakeholders can compare between the companies.
From the typical concept of profit being the essence of business, stakeholder definition includes
not only the shareholder but the employees, society, Govt., Customers, creditors, financiers etc.
Considering the changing concept and added benefits of Corporate Governance, it must be made
mandatory and uniform. It should be adopted by companies even if comes at an additional cost.
A company opens a hospital for the benefit of its employees and contends it as a CSR
activity. Comment. Can CSR have a different meaning to different stakeholders?
Answer:
Following Activities are not to be considered as CSR Activities according to The Companies (CSR
Policy) Rules, 2014:
✓ The CSR projects or programs or activities undertaken outside India.
✓ The CSR projects or programs or activities that benefit only the employees of the
company and their families.
✓ Contribution of any amount directly or indirectly to any political party under section
182 of the Act.
✓ Expenses incurred by companies for the fulfillment of any Act/Statute of regulations
(such as Labour Laws, Land Acquisition Act etc.) would not count as CSR expenditure
under the Companies Act.
Hence, it is not CSR activity.
Furthermore, CSR can mean different things to different people:
• for an employee it can mean fair wages, no discrimination, acceptable working
conditions etc.
• for a shareholder it can mean making responsible and transparent decisions regarding
the use of capital.
• for suppliers it can mean receiving payment on time.
• for customers it can mean delivery on time, etc.
• for local communities and authorities it can mean taking measures to protect the
environment from pollution.
• for non-governmental organisations and pressure groups it can mean disclosing
business practices and performance on issues ranging from energy conservation and
global warming to human rights and animal rights, from protection of the rainforests
and endangered species to child and forced labour, etc.
For a company, however, it can simply be seen as responding to the needs and concerns of
people who can influence the success of the company and/or whom the company can Impact
through its business activities, processes and products.
Question 3
✓ Principle 1: Businesses should conduct and govern themselves with integrity and in a
manner that is ethical, transparent and accountable. The principle ensures ethical
behaviour in all operation, functions and processes, is the basic of businesses that are
guiding their governance of economic, social and environmental responsibilities.
✓ Principle 2: Businesses should provide goods and service in a manner that is sustainable
and safe. The principle emphasises that businesses have to focus on safety and resource-
efficiency in the design and manufacture of their products. These products have to be
manufactured in such a way, by which it creates value by minimising and mitigating its
adverse impacts in the environment and society through all stages of its life cycle, from
design to final disposal. This principle encourages businesses to understand every
material sustainability issues across their product life cycle and value chain.
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Corporate Governance Questions 3
✓ Principle 3: Businesses should respect and promote the well-being of all employees,
including those in their value chains. The principle encloses all policies and practises
that are about the equity, dignity and well-being and the provision of decent work, for
every employee that who are engaged within a business or in its value chain, without
any discrimination and in a way that contributes to the diversity. The principle identifies
the well-being of an employee and the welfare of his/ her family.
✓ Principle 4: Businesses should respect the interests of and be responsive to all its
stakeholders. This principle recognises the businesses operate in an eco-system that
consists of some stakeholders, being shareholders and investors and their activities
affect natural resources, habitats, communities and the environment. The principle
brings into light that businesses have a responsibility to maximise the positive effects
and minimise and mitigate the negative impacts of the products, operations and
practises on their stakeholders.
✓ Principle 5: Businesses should respect and promote human rights. This principle
identifies the human rights are rights that have to be inherent to all human beings and
these guidelines are applied without discrimination. These human rights are considered
to be inherent, inalienable, interrelated, interdependent and indivisible. This principle is
inspired, informed and guided by the Constitution of India and the International Bill of
Rights, and recognises the primacy of the State’s duty to protect and fulfil human rights.
✓ Principle 6: Businesses should respect and make efforts to protect and restore the
environment. This principle gives preference to environmental issues that are
interconnected at the local, regional and global levels doing businesses to address the
problems like pollution, biodiversity conservation, sustainable use of natural resources
and climate change in a comprehensive and systematic manner. The principle
encourages firms to adopt environmental practises and processes that minimise or
eliminates the harmful effects of their operations across the value chain. Moreover, it
also persuades businesses to follow the Precautionary Principle in all its actions.
✓ Principle 7: Businesses, when engaging in influencing public and regulatory policy,
should do so in a manner that is responsible and transparent. This principle concedes
that businesses operate within a specified national and international legislative and
policy frameworks that guide their growth and also provides specific restrictions and
boundaries. The principle recognises the legitimacy of businesses to engage with
governments for redressal of a grievance or for influencing public policy. In addition to
this, the law demands that public policy advocacy has to expand public good.
✓ Principle 8: Businesses should promote inclusive growth and equitable development.
The principle rests the challenges of the social and economic development that are faced
by the country and enhances the national and development agenda according to the
government policies and priorities. The principle mentioned the need for collaboration
amongst businesses, government agencies and civil society in this development agenda.
✓ Principle 9: Businesses should engage with and provide value to their consumers in a
responsible manner. The principle is based on the fact consumers that are safe to use,
creating value for both. It recognises consumers having freedom of choice for the usage
of goods and services, and the enterprises strive to provide the products that are safe.
Question 4
CSR is closely linked with the principles of Sustainable Development, which argues that
enterprises should make decisions based not only on financial factors such as profits or
dividends, but also based on the immediate and long-term social and environmental
consequences of their activities, especially taking into consideration the needs of future
generations.
CSR in India tends to focus on what is done with profits after they are made.
On the other hand, sustainability is about factoring the social and environmental impacts of
conducting business, that is, how profits are made.
CSR goes hand in hand with environmental, social, and governance (ESG) metrics that help
external analysts quantify the company’s social efforts, and becomes a key factor for investors’
consideration and continued interest.
Corporates doing something for the society is not new. There are many companies used to run
school, medical units, roads, sanitation etc. They used to do these voluntarily, since there was no
law for mandatory CSR.
The Ministry of Corporate Affairs (MCA), Government of India, released a set of guidelines in
2011 called the National Voluntary Guidelines on the Social, Environmental and Economic
Responsibilities of Business (NVGs). After, revision and updation, the new principles are called
the National Guidelines on Responsible Business Conduct (NGRBC)
It requires companies to undertake Corporate Social Responsibility (CSR) initiatives in
communities, and has since, provided additional rules and guidance on the areas and target
groups of such interventions in consistency with national socio-economic priorities.
It can be said that CSR and sustainability is a company's commitment to its stakeholders to
conduct business in an economically, socially and environmentally, sustainable manner that is
transparent and ethical."
Question 5
Explain how the provisions of the Companies Act, 2013 relating to Audit Committee will
help in achieving some of the objectives of Corporate Governance.
Answer:
Companies, particularly public listed companies raise huge amounts of monies from the
members of the public and public financial institutions. They owe it to all the vast number of
persons and institutions who have reposed their faith in them
In order to achieve highest quality of corporate governance in the conduct of affairs of such
companies, the provisions of the Companies Act, 2013 in respect of Audit Committees have been
framed under Section 177 of the Act and highlighted as under:
Question 6:
Question 7:
✓ The process of finalizing the MoUs starts with the issue of detailed Guidelines by the
Department of Public Enterprises (DPE) on the basis of which the State Enterprises
submit their draft MoU after getting them approved by the respective Boards and the
Administrative Ministries.
✓ These draft MoUs are then discussed, improved and finalized during the MoU
negotiation meetings of the Task Force Syndicates.
✓ Task Force examine the design of MOU at the beginning of the year. For this purpose the
draft MOU agreed upon by the PSE and the relevant Administrative Ministry is examined
by the Task Force. If Task Force has any comments or questions regarding the draft
MOUs, they seek clarifications via MOU Division. Once the signatories to MOUs have
responded to the concerns expressed by the Task Force on their draft MOUs, the MOU
negotiation meetings are organized.
✓ The High Power Committee (HPC) is the Apex Committee and is responsible for
Performance evaluation at the end of the year.
✓ This indicates the extent to which the mutually agreed targets between the CPSEs and
the administrative ministries were achieved.
✓ The functions of this committee are to review the draft MOUs before the final draft is
signed and to make an end-of-the-year evaluation to judge how far the commitments
made by both parties of the MOU have been met.
✓ The HPC and Task Force are assisted by the MOU Division in the Department of Public
Enterprises.
Question 8:
Question 9:
Question 1 0:
Question 7:
Question 8:
Question 9:
Question 10:
Critically assess the reasons behind the Companies Act 2013 prescribing certain features
of corporate governance in a family run business in India.
Answer:
Family owned companies have specific problems due to its nature, their constitution, and their
managerial systems.
As the company grows, more members, children, grandchildren and so on are incorporated into
the family and different types of interests and relationships are generated within the company.
The larger the company, the greater the conflict of interest are.
In India, business was traditionally a family business. Even now 99% of the corporate houses
are owned by individuals or families. Nothing wrong in that. In fact, growth of family business is
quite substantial.
Due to following features, it is essential to take family business under purview of Companies Act
provisions in this regard:
✓ full time directors/other directors and senior management personnel are either from
the family or related to the family members.
✓ Formation of coterie is common.
✓ Control and ownership is diluted with shareholding being diluted on passing of
generation.
✓ Conflict of interest is very common where personal interest of the promoter conflicts
with the company interest. However, proper procedures are followed as per the Act to
avoid legal complication.
✓ Emotions are attached and therefore, some decision is taken which may not be
managerially correct.
✓ Where the family members are united, the non-family directors/managers are defunct
in decision making process. Where family is divided, there are more problems like
confusion in leadership, delay in decision making, distrust of outside stakeholders etc.
✓ The stability, reputation and performance is affected.
✓ Some families have clear cut roles of the family members in business with structured
succession planning, allotment of each company to each member to avoid conflict.
✓ Many hard-core professional avoid working in family business for obvious reasons.
✓ Death/disability of senior member in the family results to leadership management
crisis.