Group 7 - MIM


and institutions affecting the way a corporation (or company) is directed. policies.What is Corporate Governance  Corporate governance is the set of processes. laws. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed  Corporate governance is essentially about leadership leadership for efficiency leadership for probity leadership with responsibility leadership which is transparent and which is accountable . administered or controlled. customs.

Stakeholders and their role in an Organization .

Central Issues in Corporate Governance  Separation of Ownership and Control Information asymmetry Principal Agent problem Moral Hazard Conflict of Interest Governance in India  Family Business  Banks & Investment Institutions  Corruption in PSU s  Implementation BIG ? .

Regulators and the Capital Markets  Companies Act Protection of minority shareholder Special majority Information disclosure and audit  Securities Law Securities and Exchange Board of India (SEBI) 1992 Information disclosure Promoters contribution and lock in Insider trading  Discipline of the capital market .

2002  N. R.The Companies Bill.Special Amendments by SEBI Introduction of Clause 49 in Listing Agreement  Kumar Mangalam Birla Committee on CG: 1999  Naresh Chandra Committee . Narayana Murthy committee -2003 Some Latest amendments . 2009 .

AUDIT COMMITTEE      Qualified and independent audit committee Meeting of audit committee Powers of audit committee Role of audit committee Review of information by audit committee .

Board of Directors  Structure & Composition Min 50% board should be Non-Executive Directors At least 1/3rd Directors should be Independent No Nominee Directors Max 10 directorships and 5 chairmanships per person Reasons : Avoid dominance by Promoters or Majority Shareholders Prevent Tunneling of Funds .

Acquisitions and Payment of dividends . Recommendations relating to Responsibilities Decide the Remuneration for Senior Management and NonExecutive Directors Define the Code of Conduct Review Business risk and Risk Management strategy reports Make Decisions relating to Major Capital Expenditures.

Benefits of Compliance to Corporate Governance  Economic growth  External Financing  Shareholders Trust .

Corporate Social Responsibility  Philanthropy in response to appeals for help from society and social investment in projects of long-term importance to the company WHY CSR ?     Responsible impact on society Stakeholder engagement Reputation & risk management Socially responsible investment .

000 packets made every month . Average of 10.Case Study Employment for Physically Challenged  Godrej outsourced the hardware packet making for chairs to National Association for Disabled Enterprises (NADE)  Source of Continuous Employment.

Case of Disappearing Mangroves .

Safe drinking water for rural India  A partnership between the research lab of software giant Tata Consultancy Services (TCS) and a range of local NGOs  Clean and safe drinking water is available for the first time for thousands of households in rural Maharashtra. .Case Study Rural Development  SUJAL .

.Case Study Women Empowerment  Tejaswini  Tata Steel s remarkable women empowerment project  50 ordinary women become operators and drivers of heavy-duty machinery and vehicles.

Need for being Socially Responsible  Fiscal Benefits Contributions to registered Non Profit Organizations eligible for IT exemption (Sections 80G. Enhancing employee morale Positive engagement with Government and other NGOs  Corporate Social Responsibility: a necessity not a choice . 35AC) 100% deduction if NGO promotes social and economic welfare 125% deduction if NGO engaged in research in sciences/social sciences and statistical research  Soft Benefits of CSR Positive Public Image Retaining staff.

Many Thanks .

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