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Paper presentation

Guided by:
Dr . Sujith
Kumar S H
Bapuji BSchools,

Presented by:
Smitha . K.B .
Vaishnavi . B .

Bapuji B-Schools , Davangere.

Corporate governance is the acceptance by management of the
inalienable rights of shareholders as the true owners of the
corporation and of their own role as trustees on behalf of the
It is about commitment to values, about ethical business
conduct and about making a distinction between personal and
corporate funds in the management of a company.

Need for the Study:

To know about the impact of corporate governance in
corporate under the guidance of SEBI.
To ensure that companies are well run with sufficient
safeguards against corruption and mismanagement

SEBI was a non-statutory body without
any statutory power. In 1995, the SEBI was given additional
statutory power by the Government of India through an
Securities and Exchange Board of India Act, 1992.

OECD, in its endeavor to improve the governance
practices, had published its revised principles on
Corporate Governance in 2002.

OECD Principles on Corporate Governance are as follows:

Principle I: Ensuring the Basis for an Effective Corporate Governance

Principle II: The Rights of Shareholders and Key Ownership Functions
protected and facilitated .
Principle III: The Equitable Treatment of Shareholders.
Principle IV: The Role of Stakeholders in Corporate Governancerecognized .
Principle V: Disclosure and Transparency .
Principle VI: The Responsibilities of the Board-Monitoring Management
and Accountability to Shareholders.

Committees Appointed by SEBI on Corporate Governance

Shri Kumar Mangalam Birla Committee :
This Report is the first formal and comprehensive attempt to
evolve a Code of Corporate Governance, in the context of
prevailing conditions of governance in Indian companies, as
well as the state of capital markets.

N R Narayanamurthy Committee, 2003:

The issues discussed by the Committee primarily related to
audit committees, audit reports, independent directors, related
parties, risk management, directorships and director
compensation, codes of conduct and financial disclosures.

SEBI actions:

In September 2009 the SEBI Committee on Disclosure and

Accounting Standards issued a discussion paper that considered
proposals for:
Appointment of the chief financial officer (CFO) by the audit
committee after assessing the qualifications, experience and
background of the candidate;
Rotation of audit partners every five years;
Voluntary adoption of International Financial
Reporting Standards (IFRS);

Interim disclosure of balance sheets(audited figures of major

heads) on a half-yearly basis;
Streamlining of timelines for submission of various financial
statements by listed entities as required under the Listing

There are several corporate governance structures available in
the developed world, but there is no one structure, which can
be singled out as being better than the others.
There is no one size fits all structure for corporate
governance. The Committees recommendations are not,
therefore, based on any one model, but, are designed for the
Indian environment.
Corporate governance extends beyond corporate law.