CORPORATE GOVERNANCE

MEMBERS
 ANUPRIYA
 HARSHAL
 SUMIT
 PRIETY
 INTRODUCTION
CORPORATE GOVERNANCE IS THE
SET OF
PROCESSES,CUSTOMS,POLICIES,LAW
S AND INSTITUTIONS AFFECTING THE
WAY A COMPANY IS
DIRECTED,ADMINISTERED OR
CONTROLLED.
IT IS THE TRANSPERANCY BETWEEN
PRINCIPAL PLAYERS OF CORPORATE GOVERNACE

Board of Directors
Management

Employees
Customers

Shareholders
Banks & Lenders

Audit Committee
Environment & Community
Regulators
 PRINCIPLES
 THE RIGHT AND EQUITABLE TREATMENT
OF SHAREHOLDERS.
 INTERESTS OF OTHER STAKEHOLDERS.
 ROLE AND RESPONSIBILITIES OF THE
BOARD OF DIRECTORS.
 ORGANISATIONAL INTEGRITY AND
ETHICAL BEHAVIOUR.
 BUSINESS OPERATIONS DISCLOSURES
AND TRANCEPARENCY OF RESULTS.
 KUMAR ANGALAM BIRLA
COMMITEE
 Constituted by SEBI on
May 7 1999.
 Focus on listing of

companies.
 RECOMMENDATIONS
 BOARD OF DIRECTORS
-INDEPENDENT DIRECTORS
-NOMINEE DIRECTORS

 AUDIT COMMITTEE
-INTERNAL AUDITOR
-EXTERNAL AUDITORS
 RECOMMENDATIONS CONT…..
 REMUNERATION COMMITTEE
-REMUNERATION FOR DIRECTORS
-FOR MANAGEMENT

 BOARD PROCEDURES
 ACCOUNTING STANDARDS AND FINANCIAL
REPORTING.
 MANAGEMENT
 RECOMMENDATIONS CONT….
 SHAREHOLDERS
-RIGHTS
-RESPONSIBILITIES
 IMPLEMENTATION
 SUGGESTED AMMENDMENDS IN SECURITIES
CONTRACT ACT 1956.
 SEPARATE SECTION OF CORPORATE
GOVERNANCE IN ANNUAL REPORTS.
 MAKE THE LISTING AGREEMENT MORE
POWERFUL.
 COMPANIES WHICH ARE LISTED IN 2002-2003
ALL THE RECOMMENDATIONS ARE
MANDATORY.
NARAYAN MURTHY COMMITTEE
 RECOMENDATIONS
 Financial statements and draft audit report,
including quarterly / half-yearly
financial information;
 Management discussion and analysis of
financial condition and results of
operations;
 Reports relating to compliance with laws
and to risk management;
 Management letters / letters of internal
control weaknesses issued by statutory
internal auditors; and
 Records of related party transactions
SATYAM SCAM
 INTRODUCTION
 FOUNDER – RAMALINGA RAJU
 ESTABLISHED IN 1987
 4TH LARGEST IT COMPANY IN INDIA
 40000 EMPLOYEES
 HOW IT HAPPENED
 MAYTAS ACQUISITION
 INVESTORS ABORTED

ON 7TH JAN.,09, CHAIRMAN RESIGNED.

 WHAT WENT WRONG
 INFLATED FIGURES
 UNIDENTIFIED ASSETS.
 WRONG OPERATING PROFIT.
 FICTIOUS INTEREST EARNINGS.
 CADBURY COMMITTEE
 SET UP IN 1991.
 FOUND BY FINANCIAL REPORTING
COUNCIL/LONDON STOCK
EXCHANGE/ACCOUNTANCY
PROFESSION.
 OBJECTIVES
 UPLIFT THE CONFIDENCE IN
FINANCIAL REPORTING.
 REVIEW THE STRUCTURES,RIGHTS
AND ROLES OF PRINCIPLE PLAYERS
 ADDRESS VARIOUS ASPECTS OF
ACCOUNTANCY PROFESSION AND
APPROPRIATE RECOMMENDATIONS
 RAISE THE STANDARD OF
CORPORATE GOVERENCE
 THE REPORT
 REYIEWING THE STRUCTURE AND
RESPONSIBILITIES OG BOARD OF
DIRECTORS.
 CONSIDERING THE ROLE OF AUDITORS
AND ADDRESSING THE NO. OF
RECOMMENDATIONS TO
ACCOUNTANCY PROFESSIONAL.
 DEALING WITH RIGHTS AND
RESPONSIBILITIES OF SHAREHOLDERS.
THANK YOU