Corporate misconduct and mis governance

PROF. H.DAS

Corporate misconduct and mis governance

Model code on corporate governance The governance concept Definition and purpose

The company defines corporate governance as a systematic process by which it is directed and controlled to enhance its wealth generating capacity. since company employs societal resources, it managed in a manner that meets stakeholders aspirations and societal expectations.

core principles
Management must have the executive freedom to drive the enterprise forward without undue restraints The management exercise its freedom with in a framework of effective accountability.

Cornerstones
Trusteeship Transparency

Contd. Empowerment and accountability

Control
Ethical corporate citizenship

The governance structure

Strategic supervision by the board of directors

Strategic management by the corporate management committee Executive management by the divisional head assisted by the divisional management committee

Three-tier governance structure would thus ensure that:

Strategic supervision (on the behalf of shareholders),being free from involvement in the task of strategic management of the company, can be conducted by the board with objectivity, there by sharpening accountability of management Strategic management of the company ,uncluttered by the day to day tasks of executive management ,remain focused and energized Executive management of the divisional business, free from collective strategic responsibilities for the company as a whole, gets focused on enhancing the quality ,efficiency and effectiveness of its business.

Contd.. Roles Board of directors Audit committee

Legal and compliance audit committee

Remuneration committee Nominations committee Share and debenture registration committee

Contd.. Company management committee Executive chairman of the company Executive director

Divisional management committee

Divisional head Responsibilities

Contd.. Board of directors

Corporate management committee

Executive chairman Executive director

Divisional management committee

Divisional head