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Priyanka Amin (62) Kalyani Gadre (71) Pranjali Patki (98) Vinayak Tilakar (117) Hetal Vasani (118)
A board of directors is a body of elected or appointed members
who jointly oversee the activities of a company or organization. The board is elected by the stockholders and is the highest authority in the management of the corporation The board of directors provides the company with direction and advice. It is the responsibility of the board of directors to ensure that the company fulfills its mission statement. The board of directors frequently sets the company's overall policy objectives. A good board of directors includes knowledgeable and experienced business people.
Any Public company desirous to list it’s securities with any stock exchange has to execute the listings agreement prescribed by SEBI The listing agreement prescribes the following categories of directors: 1. Independent Director . Executive Director 2. Non-executive Director 3.
training programs for Board members .Independence of Board Independent of the influence of Management Clearly know their responsibilities and powers Focus on Policy Making and general direction No role in day to day affairs No conflict of interest Understand the organization’s risk profile .
Corporate Structure: Board of Directors Executive directors Non Executive directors Board of Directors Independent Directors Management Supervisory & enforcement authorities Corporate Shareholders Stakeholders Creditors .
• The Board is responsible for policy decisions and strategy. who has overall responsibility for the running of the business. which may include the following: – – – – – – – Production Marketing Finance Public Relations or PR Information Technology or IT Research and Development or R and D Personnel or Human Resources Managing Director Senior management Middle management . • Senior managers or company officers head the various departments or functions within the company. headed by the Chairperson or President. It will usually appoint a Managing Director or Chief Executive Officer.Organization structure Board of Directors • At the top of the company hierarchy is the Board of Directors.
at least one-half of the Board of the company shall consist of independent directors. . at least 50% of the Board should comprise of Nonexecutive members Where the Chairman of the Board is a non-executive Director. at least one-third of the Board should comprise of independent directors and in case he is an executive director.Composition The Board of Directors should have a combination of Executive and Non- Executive members. at least half of the Board should comprise of independent directors Provided that where the non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board.
Roles & Responsibilities of Board Setting Tone at the Top Defining Business Philosophy Setting the: Objectives Vision and Mission statement Strategy & Business Plan Providing oversight to ensure achievement of organizational objectives .within the legal and regulatory framework and high business ethics Standing accountable to stakeholders .
) Appointing key executives Defining powers and responsibilities of senior management Succession planning for key positions Disclosing conflict of interest Ensuring disclosure to promote transparency and market discipline .Responsibilities (Contd.
Responsibilities – Policy Framework Formulating policies : Credit Investments and Treasury Management Human Resources Internal Audit and Control Compliance Risk Management Other areas Communication and compliance .
with Professional Staff Full Scope coverage Audit Charter & Manual Head of Internal Audit reporting to the board or the Audit Committee Appointment and remuneration of Head of Internal Audit .Responsibilities – Internal Audit Creation of separate department of Internal Audit.
based on certain benchmarks .Responsibilities .MIS Ensuring existence of an effective Management Information System For keeping itself abreast with Activities Operating Performance & financial condition Operating environment Major Risks Evaluating Performance of the management .
preferably more frequently Individual Directors to attend at least half of the meetings in a year Information through agenda items in advance Recording minutes of deliberations in detail .Responsibilities – Board Meetings At least quarterly.
Statement on Internal Controls .Others Reviewing the effectiveness of Internal Controls Strengthening Risk Management Annual Financial Statements : .Responsibilities .Coverage of Directors’ Report .Risk Management Framework IFRS Reporting Regulatory compliance .
This situation can have important corporate. where a relatively small number of individuals have significant influence over a large number of important entities. and has been the subject of significant research. social.Individual Directors Individual directors often serve on more than one board. and legal consequences. Individual directors are accountable to the full Board of Directors. economic. . This practice results in an interlocking directorate.
Roles Individual director is to attend to the good governance of the Agency as one member of the team of board members. Individual director is to participate in board meetings to enable the board to reach these decisions and make sure that the company's obligations are fulfilled. .
Individual directors. honouring the rights of employees and creditors. . integrity. but also discretion in its use. apart from any authority specifically delegated by the Board of Directors. Individual directors have significant duties and responsibilities. judgement and abilities to this task. as members of the Board. are expected to bring the full weight of their experience. safeguarding the public interest. However. in consequence.Duties and Responsibilities Individual directors have no power outside board meetings. and seeing to it that the Agency makes effective and appropriate use of resources in fulfilling its mandate and meeting the terms of its agreements with its government clients. The Board of Directors is charged with protecting the Agency’s assets. at law the Board itself has not only substantial power.
Fiduciary Duty Acting in good faith Freedom to act Ethical Conduct and Conflicts of Interest or Loyalty .
values. every director must act with the degree of care. . adequate notes of meetings and decisions. volunteer for and complete a reasonable share of tasks on behalf of the Board. maintain. for their own reference. policies. education and experience.Duty of Care. mission. This standard of diligence implies that a director will study the Agency’s vision. unless excused. skill and diligence that a reasonable person would exercise in similar circumstances. become familiar with the requirements of legislation governing the Agency and the duties of the Board and individual directors. Skill and Diligence Drawing on the full range of their talents. and agreements with government clients. prepare for and take part in all meetings of the Board and any committees to which the director is assigned.
in the Agency’s agreements with government and under all applicable laws. using board meetings to question anything doubtful or unclear and to ask for any further information they may need. It is the responsibility of every director to help the Board execute its full job description. They must be alert to the importance of ensuring that all board members. . Directors must seek to understand everything presented to them. which includes the duties given to the Board in the Agency¡¦s by-laws and policies. the Chief Executive Officer and staff are acting within their authority and in the best interests of the Agency.
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