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Corporate Governance

Corporate Governance . By Dr P V S Jagan Mohan Rao M Com, LL B, FCS, FICWA, Ph D Chief Finance Officer & Company Secretary Ind-Barath Power Infra Ltd & Past President The Institute of Company Secretaries of India-New Delhi and Centra l Council Member - The

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Corporate Governance

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  1. Corporate Governance By Dr P V S Jagan Mohan Rao M Com, LL B, FCS, FICWA, Ph D Chief Finance Officer & Company Secretary Ind-Barath Power Infra Ltd & Past President The Institute of Company Secretaries of India-New Delhi and Central Council Member - The Institute of Cost Accountants of India-Kolkata

  2. KEY CONSTITUTUENTS Shareholders Management Board of Directors

  3. WHAT IS CORPORATE GOVERNANCE?

  4. Stakeholders

  5. CADBURY COMMITTEE • ICSI • CII • SEBI - KUMARAMANGALAM BIRLA

  6. COPANIES ACT 1956

  7. SECURITIES EXCHANGE BOAR OF INDIA ACT, 1992 • SEBI (ISSUE OF CAPITAL AND DISCLOSURE) REGULATIONS 2009

  8. “Corporate governance deals with laws, procedures, practices and implicit rules that determine a company’s ability to take informed managerial decisions vis-à-vis its claimants- in particular, its shareholders, creditors, customers, the state and employees.” -CII Desirable Corporate Governance – A Code, 1998

  9. INCREASING LIABILITY OF DIRECTORS

  10. Board of directors • COMPOSITION • WHOLETIME • INDEPENDENT • NOMINEE • NUMBER OF DIRECTORS • NUMBER OF DIRECTORSHIPS ONE CAN HAVE

  11. FIFTY PERCENT OF THE BOARD TO COMPRISE OF NON-EXECUTIVE DIRECTORS (MANDATORY) • IN CASE OF A NON-EXECUTIVE CHAIRMAN, AT LEAST ONE-THIRD OF THE BOARD SHOULD COMPRISE OF INDEPENDENT DIRECTOR (MANDATORY) • IN CASE OF EXECUTIVE CHAIRMAN, ATLEAST HALF OF BOARD SHOULD BE INDEPENDENT (MANDATORY)

  12. A qualified and independent audit committee should be set up by the board (mandatory) • Audit committee to have minimum three non-executive directors, majority being independent (mandatory) • Chairman of Audit Committee to be an independent director(mandatory)

  13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

  14. When, one day, you have made your mark on the world, remember that, in the ultimate analysis, we are all mere temporary custodians of the wealth we generate, whether it be financial, intellectual, or emotional. The best use of all your wealth is to share it with those less fortunate. • I believe that we have all at some time eaten the fruit from trees that we did not plant. In the fullness of time, when it is our turn to give, it behooves us in turn to plant gardens that we may never eat the fruit of, which will largely benefit generations to come. I believe this is our sacred responsibility, one that I hope you will shoulder in time. • Thank you for your patience. Go forth and embrace your future with open arms, and pursue enthusiastically your own life journey of discovery!

  15. Waren Buffet

  16. Trusteeship obligations inherent in company operations, where assets and resources are pooled and entrusted to the managers for optimal utilization in the stakeholders’ interests. - Mahatma Gandhi, Father of the Nation

  17. Thank You

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