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Governance
Corporate
Governance
Inception of Corporate
Governance in India
Core Principles of
Corporate Governance
Equitable Treatment
Accountability
Role of Stakeholder
Competence of Commitment
What is Corporate
Governance?
Reliable Disclosure
Public Reporting
OObjectivity
R Role of Stakeholder
level
T Transparency
Openness
Equitable treatment
Risk Assessment
Accountability
Non-executive directors
Mandatory
Requirements as set
out
in
Clause 49 are:
BOARD
OF DIRECTORS
SUBSIDIARY COMPANIES
DISCLOSURES
CEO/CFO CERTIFICATION
REPORT ON
GOVERNANCE
COMPLIANCE
CORPORATE
Board of
Directors
Composition of Board
The Board of directors of the company shall have
optimum combination of executive and non- executive
directors with not less than fifty percent of the board
of directors comprising of non- executive directors.
Where the chairman of the board is a non- executive
director, at least one-third of Board should comprise of
independent directors and in case he is an executive
director, at least half of the board should comprise of
independent directors.
Board Meetings
The board shall meet at least four times a year, with a
maximum time gap of three months between any two
meetings
Independent director
the legal firm(s) and the consulting firm that have material
association with the company
Audit Committee
Meeting of Audit
Committee
Report on Corporate
There shall be a separate section on
Governance
Corporate Governance in the Annual
Board of Directors
Audit Committee
Remuneration Committee
Shareholders Committee
Disclosures
Means of Communication
Non- Mandatory
Requirements
Postal Ballot facility for the shareholders who may not be able to attend
the general meetings remuneration committee. Some of the critical
matters which should be decided by postal ballot are:
Sale of whole or substantially of the whole of the undertaking
Corporate Restructuring
Entering a new area of business not germane to the existing business of
the company.
Variation in rights attached to class of securities.
Matters relating to change in management.