Professional Documents
Culture Documents
Introduction
Corporate Governance
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The demand for corporate ethics and stricter compliance with the laws of
the land has also contributed to the need for Corporate Governance.
Historical background
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suggestions for stock exchanges, investor’s corporations and other parties
that have a role in the process of developing good corporate governance.
In India, the industry, rather than the government, provided the initial
impetus for corporate governance reform. Driven by desire to make
Indian businesses more competitive and respected globally, the
Confederation of Indian Industries (CII) published a voluntary code of
Corporate Governance in 1998, on of the first code in Asia.
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Revised Clause 49 of listing Agreement
Composition of Board
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Board meetings
The maximum time gap between two board meetings has been
increased from three month to four months.
Sitting fees
New Clause 49 requires a company to lay down a code of conduct for all
Board members and senior management of the company. This code of
conduct shall be posted on the website of the company.
Disclosures
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B. Basis of related party transactions:
CEO/CFO certification
(a) They have reviewed financial statements and the cash flow statement
for the year and that to the best of their knowledge and belief
(ii) These statements together present a true and fair view of the
company’s affairs and are in compliance with the existing accounting
standards, applicable laws and regulations.
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(b) There are, to the best of their knowledge and belief, no transactions
entered into by the company during the year, which are fraudulent, illegal
or violate the company’s code of conduct.
(d) They have indicated to the auditors and the audit committee
(ii) Significant changes in accounting policies during the year and that the
same have been disclosed in the notes to the financial statements; and
(iii) Instances of significant fraud of which they have become aware and
the involvement therein, if any, of the management or an employee
having a significant role in the company’s internal control system
Non-mandatory requirement
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(5) Whistle blower policy should be made and implemented.
The Stock Exchanges shall ensure that all provisions of the revised
Clause 49 have been complied with by a company seeking listing for the
first time, before granting the in-principle approval for such listing. For
this purpose, it will be considered satisfactory compliance if such a
company has set up its Board and constituted committees such as Audit
Committee, Shareholders/ Investors Grievances Committee etc. in
accordance with the revised clause before seeking in-principle approval
for listing.
Monitoring cell
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Conclusion
References