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Dr. H Das
Functions
To undertake research in the area of corporate
governance with a view to:1. To improve the overall legal framework. 2. To advise companies and Directors on how to take corporate excellence forward. 3. To make available to investors, lenders and the public the corporate excellence rating documents/ information. 4. To fund from the penalties paid by the companies for violating the provisions of the Companies Act.
Cont.
5. To prepare a comprehensive instrument for rating the good corporate governance practices of listed Companies. 6. To enable the securities market regulated to judge the compliance status of corporate on the assigned parameters. 7. To ensure effective creation, management and distribution of investors wealth. 8. To carry out periodic reviews of the ratings already granted.
Shareholding Structure
To adopt a transparent Shareholding structure where the
key shareholders are clearly identifiable. To adopt a transparent Shareholding structure where the clear cross holdings are visible eg. Birlas, TATAs. To examine the possible impact of cross holdings on to the shareholders. To explore the intention of cross holdings having impact on to stakeholders eg. Satyam Computers, Ultratech Cement.
the Companys Board. To look into the decision making process. To view how responsibilities are delegated. To find how accountability is ensured. To ensure laid down procedures are actually practiced. To see quality of information submitted to the board is already told to the board well in advance. To make available of the information on matters of inter corporate loans, related party transactions, diversification, mergers and acquisitions.
workings. To see whether the Board is only a rubber stamps or really working e.g. Reliance Communication. To look into the size of the Board and its criteria of its selection. To ensure appointment of Independent Directors for their competency of expertise. To find out the rationality of compensation policy for Directors. To examine the nature of constituted committees and their attendance. To keep record of frequency of Board meetings
duty of the company to service them all. To look into the interest of financial shareholders such as Banks, Financial Institutions and Fixed deposit holders. To protect not only the interest of the owners but also shareholders. To protect the interest of the workers. To protect the interest of the Customers. To ensure the interest of the society at large.
they are required by the law. To emphasize how materialistic the disclosures are. To ensure whether the disclosures really shed light or hide more than they reveal.
Financial Discipline
To determine financial ratings of the company.
corporate governance rating. To maximize shareholders value is the rule of the game for financial discipline. To maximize not only the shareholders value but also the value of workers and the society at large.
Conclusion
Credit rating for debt management is the consideration
for excellent management of the corporate organization today e.g. selling of cement unit at Gujarat by JP Associates to Ultratech Cement Satyam Computers Suzlon