Role of the board of directors

It is the responsibility of the entire board of directors to ensure that good corporate governance is in place in the company and that it is continually improved upon by bringing the best global practices. The board shall periodically review compliance reports of all laws applicable to the company, prepared by the company as well as steps taken by the company to rectify instances of noncompliance. The board shall lay down a code of conduct for all board members & senior management of the company. The code of conduct shall be posted on the website of company. All board members & senior management personnel shall affirm compliance with the code on an annual basis. The annual report of the company shall contain declaration to this effect signed by the CEO. Determine the company's vision and mission to guide and set the pace for its current operations and future development. Also the values to be promoted throughout the company. Review and evaluate present and future opportunities, threats and risks in the external environment and current and future strengths, weaknesses and risks relating to the company Determine strategic options, select those to be pursued, and decide the means to implement and support them Delegate authority to management, and monitor and evaluate the implementation of policies, strategies and business plans. Ensure that communications both to and from shareholders and relevant stakeholders are effective. Also Monitor relations with shareholders and relevant stakeholders by gathering and evaluation of appropriate information.

Role of the Auditors

Auditors play a significant role in corporate governance because they analyze and monitor various types of financial documents to ensure that the company is compliant with government and corporate regulations. Auditors also ensure that all government laws are being met and taxes are paid on time. Auditing plays a significant role in corporate governance processes because it prevent operating losses. For instance, an internal auditor may review the sales and marketing department and report to management that staff members do not abide by government regulations. Corporate leaders may hire specialists to help establish adequate and functional governance processes. For instance, a bank may bring in a certified financial services auditor to recommend auditing tools needed in governance systems.

Role of the Audit Committee

Oversight of the companys financial reporting process& the disclosure of its financial information to ensure that the financial statement is correct, sufficient & credible. Recommending to the board, the appointment , reappointment & , if required , the replacement or removal of the statutory auditor & the fixation of audit fees. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. Reviewing, with the management, the quarterly financial statements before submission to the board for approval. Reviewing, with the management, performance of statutory & internal auditors, adequacy of the internal control systems. Reviewing the adequacy of internal function, if any, including the structure of the internal audit department, staffing & seniority of the official heading the department, reporting structure coverage & frequency of internal audit. Discussion with internal auditors, any significant findings & follow up thereon. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature & reporting the matter to the board. Discussions with the statutory auditors before audit commences, about the nature and scope of audit as well as post-audit discussions to ascertain any area of concern. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of the declared dividends) and creditors. To review the functioning of the whistle blower mechanism, in case the same is existing. Carrying out any other function as is mentioned in the terms of reference to the audit committee.