Documentos de Académico
Documentos de Profesional
Documentos de Cultura
GOVERNANCE
SOUMITRA CHAWATHE
Company Secretary, Pune
1
INTRODUCTION
Investors invest their hard earned money
2
THE NEED FOR INVESTOR PROTECTION
Corporate Scams and Accounting Scandals
Insider Trading
Non-disclosure of material facts
Vanishing Companies – Taking investors’ money and
disappearing
Terrorist funding
Money laundering
3
EVOLUTION OF CORPORATE
GOVERNANCE
4
CORPORATE GOVERNANCE -
WHAT DOES IT MEAN
The social, legal & economic process in which Companies
function and are accountable
7
MODERN DAY PRINCIPLES OF
CORPORATE GOVERNANCE
Protection of stakeholders’ rights
Remunerate fairly
8
INVESTOR PROTECTION VIS-À-VIS
CORPORATE GOVERNANCE
FUNCTIONS OF SEBI
10
MEASURES INITIATED BY SEBI
Vetting Offer Documents Securities Appellate Tribunal
and Prospectus
Disclosure of NAV of Mutual
Advertising Code for issues Funds daily
11
EXPERT COMMITTEE
(DR. J.J. IRANI COMMITTEE)
As per the new company law by the Expert Committee
training of directors should be aimed at better discharge of
fiduciary duties and value enhancing board activities
12
KUMAR MANGALAM BIRLA
COMMITTEE
Clause 49 was introduced in the Listing Agreement pursuant
to the recommendations of the report of Committee
d) Code of Conduct
15
II. Audit Committee
a) Qualified & Independent Committee
b) Meeting
c) Powers
d) Role
e) Review of information
16
III. Subsidiary Companies
a) At least One Independent Director of holding Company
on the Board of materially non listed subsidiary
company
18
V. CEO/ CFO Certification
a) Review and Declarations of Financial Results
19
VI. Report On Corporate Governance
a) Separate section in Annual Report of the Company with
detailed report on compliance of corporate governance
20
VII. Compliance
Companies to obtain certificate from Auditors or PCS
regarding compliance of conditions of Corporate
Governance as stipulated in this Clause.
21
Shareholder Activism – Healthy trend for
Corporate Governance
Shareholder Activism means the active involvement of
stockholders in their Organization
23
IMPORTANCE OF CORPORATE
GOVERNANCE
• Enhances the ethical value system
24
IMPORTANCE OF CORPORATE
GOVERNANCE
• Corporate Excellence Through Transparency,
Accountability and Responsibility.
25
ROLE OF COMPANY SECRETARIES
• Governance architecture
• Board/Committee meeting
• Compliance officer: Ensure compliance of clause 49 and
report to the Stock Exchanges.
• Annual Reports : Compile various reports and make
necessary disclosure in Annual reports.
• Proactive initiative in good governance and monitoring
governance practices
• Role of a Practicing Company Secretary
26
Consequences of Investors Protection
Two broad areas in which investor protection has an impact :
Financial Markets
The most basic prediction of the legal approach is that
investor protection encourages the development of financial
markets. When investors are protected from expropriation,
they pay more for securities, making it more attractive for
entrepreneurs to issue these securities.
27
Consequences of Investors Protection
Real Consequences
Through its effect on financial markets, investor protection influences the
real economy. Financial development can accelerate economic growth in
three ways :
Enhance savings.
It can channel these savings into real investment and thereby foster
capital accumulation.
To the extent that the financiers exercise some control over the investment
decisions of the entrepreneurs, financial development improves the
efficiency of resource allocation, as capital flows toward the more
productive uses. All three channels can in principle have large effects on
economic growth.
28
CONCLUSION
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NEVER MAKE A NEGLIGENCE
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