“Corporate Governance simply means “ the system

by which companies are directed and controlled.”

Idea of Corporate Governance

“Corporate Governance means the corporate system of the company”

• COMPANY SEPARATE legal entity GOVERNED on behalf of

stakeholders.

• GOVERNACE ENSURE long term

viability of the company STEWARD the company

to fulfill its potential ADHERE to the highest

standards of ethics, statutory complain ace and social responsibility.

Principles Underlying Corporate Governance

• Corporate governance is based on principles such as conducting the business with all integrity and fairness, being transparent with regard to all transactions, making all the necessary disclosures and decisions, complying with all the laws of the land, accountability and responsibility towards the stakeholders and commitment to conducting business in an ethical manner.

• Another point which is highlighted in the SEBI report on corporate governance is the need for those in control to be able to distinguish between what are personal and corporate funds while managing a company.

Importance • Fundamentally, there is a level of confidence that is associated with a

company that is known to have good corporate governance. • The presence of an active group of independent directors on the board

contributes a great deal towards ensuring confidence in the market.

• Corporate governance is known to be one of the criteria that foreign institutional investors are increasingly depending on when deciding on which companies to invest in. It is also known to have a positive influence on the share price of the company.

• Having a clean image on the corporate governance front could also make it easier for companies to source capital at more reasonable costs.

LISTING AGREEMENT • CLAUSE 19: Company is required to give

intimation to exchange about Board Meeting.

• CLAUSE 20: Company will intimate to the exchange within 15mins of closure of Board Meetings by letter or fax –all dividends and/ or bonuses, total turnover, Buy Back if any.

• CLAUSE 22: Company will intimate to exchange within 15minutes of the closure of meetings by letter or fax-Increase in capital, Reissue of forfeited shares, Any other information.

• CLAUSE 30: Notify exchange about-Change in Directors,MD,Auditors,Removal, Resignation or otherwise.

. CLAUSE 32: Supply a copy of complete and full Balance Sheet, Profit & Loss A/C, Directors Report to each share holder.

. CLAUSE 35: Filing of shareholding pattern with exchange on a Quarterly basis within 21days from end of each quarter.

. CLAUSE 41: Furnish unaudited financial results on quarterly basis within 1month from end of quarter.

. CLAUSE 49: SEBI requires listed company to include a separate report on CORPORATE GOVERNANCE in their annual report.

Various Committees of the Board

Mandatory Committees• Audit Committee• Shareholder Grievances Committee

Non-Mandatory Committees• Nomination Committee• Remuneration Committee• Corporate Compliance Committee• Corporate Grievance Committee

Highlights of Committees

Audit Committee

• Minimum 3 directors as members.

• Meet at least 4 times in a years.

• Chairman shall be independent director.

• Quorum- Either 2 members or 1/3 of member. Whichever is greater.

• Minimum of 2 independent members present.

Share Holder Grievance Committee

• Under chairmanship of non executive director.

• The number of meetings in accordance with exigencies of business requirements.

• To look into redressal of shareholder & investor complaints

Remuneration Committee

• To determine remuneration packages.

• Atleast 3 directors. All should be non-executive director.

• Chairman should be independent director and present at AGM.

Highlights of Committees

Nomination Committee

• To assist the board by identifying prospective director, senior-most level of executive management.

• Evaluate and make recommendation to the board.

• Oversee the board performance evaluation process.

• Make regular report to the board.

Corporate Governance Committee

• To develop and recommend the board a set of corporate governance guidelines.

• Responsible for considering matters including composition of board, appointment of new director, review of strategic human resource decision.

Corporate Compliance Committee

• Review, monitor and oversee the legal and regulatory requirements.

• Depending upon more committees:---

• -- Risk management committee.

• -- Strategies committee.

• -- Capital expenditure committee

Need and advantage of committee management

• Handle a greater number of issues• Develop subject specific expertise on area.• Enhance the objectivity and independence of the

board’s judgment.• Responsibilities are shared.• More members become involved.• Specialized skills of members.• Inexperienced members gain confidence.• Matters may be examined in more detail.

CORPORATESOCIAL

RESPONSIBILITY

and

CORPORATE COMMUNICAT

ION

What is Corporate Social

ResponsibilityAccording to the World Business Council for Sustainable Development :

“Corporate Social Responsibility is the continuing commitment by business to behave ethically and contribute to the economic development, while improving the quality of life of the workforce and their families as well as of the local community and the society at large.”

CSR may be divided & explained into three parts : -

1. Corporate - means organized business

2. Social - means everything dealing with the people

3. Responsibility - means accountability between the two

Tracing the History of CSR

“On action alone be thy interest, Never on its fruits.

Let not the fruits of action be thy motive, Nor be thy attachment to inaction.“

- Bhagavad-Gita, Chapter 2

King Hammurabi of Ancient Mesopotamia in around 1700 B.C is known to have introduced a code in which the builders, innkeepers or farmers were put to death if their negligence caused the death of others or major inconvenience to local citizens.

In 1622, the disgruntled shareholders in the Dutch East India Co. are said to have started issuing pamphlets complaining about management secrecy & “self enrichment”.

Stories depicting relevance of CSR from olden times

Corporate Social Responsibility

- A contract with the society Companies are expected to : - meet the societies demand for goods & services - to provide employment - to contribute to the government by paying taxes - to operate efficiently at profit The essence of the contract between the society and the business is that the companies shall not pursue their immediate profit objectives at the expense of the long term interests of the community at large.

Corporate Social Responsibility

- A contract with the societyJ R D Tata, the Chairman of the Tata Group believed that, “ to create good working conditions, to pay the best wages to its employees and provide decent housing to its employees are not enough for the industry, the aim of an industry should be to discharge its overall social responsibilities to the community and society at large, where the industry is located. Shri S.Y Quereshi, the Chief Election Commissioner at a meet on CSR organised by the Bombay Chamber of Commerce and Industry remarked that,“CSR is not a charity but a question of your very survival. What you do is not CSR but corporate social compulsion.”

Advantages of CSR

Creates a favorable public image

Encourages social involvement of employees.

Betterment of the Society.

Encourages co-operative attitude between Group of Companies.

A company with a “ear to the ground” is in a better position to anticipate and respond to regulatory, economic, social and environmental changes that may occur.

Investor confidence.

Expedition of Government Approval in certain cases.

CORPORATE COMMUNICATION

Corporate Communication- Basic Definition

Corporate Communication is about managing perceptions and ensuring effective and timely dissemination of information, positive corporate image, smooth and afirmative relationship with all stakeholders.

Benefits of Corporate Communication

Promotes :

Investor Confidence

Strong Corporate Culture

Coherent Corporate Identity

Reasonable Corporate Philosophy

Appropriate professional relationship with the press

Quick responsible ways of communicating in crisis.

CONCLUSION1. Corporate governance plays an important role for soothing governance of company. The various committee as before shall help for growth and development of company.2. Various other measures such as -green initiative by Ministry of corporate affairs-Corporate social responsibility-Corporate governance forums