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KUMAR MANAGALAM BIRLA COMMITTEE ,1999

KUMAR MANGALAM BIRLA COMMITTEE,1999


Second major initiative taken by SEBI on 7th May1999. Appointment of committee under chairmanship of Mr. Kumar Mangalam Birla. The Committee made 25 recommendations, 19 of them were `mandatory.

WHY WAS THE COMMITTEE FORMED?


Primary objective was to view corporate governance from perspective of investors & shareholders. To promote and raise the standards of corporate governance. To improve corporate governance standards in listed companies in areas such as Disclosure of material information (financial & non-financial) Responsibilities of independent & non-independent directors To draft a code of corporate best practice To suggest safeguards to be instituted within companies to deal with insider trading and insider information

Mandatory recommendations
Applies to listed companies of paid up capital of Rs. 3 crores Composition of Board of Directors - optimum combination of Executive & Non- Executive directors (at least 50%). Audit Committee- With 3 independent directors, with 1 having financial and accounting knowledge. Remuneration committee Disclosure in annual report relating to all elements of remuneration package of directors like salary, bonus, ESOPs, pension, benefits.

Participation of Director- shall not be a member of more than 10 committees & shall not act as chairman of more than 5 committees across all the companies. Disclosure- Management discussion & analysis report covering industry structure, opportunities, threats, internal control system. Information sharing with shareholders.
Board procedures- At least 4 meetings in a year, to review operational plans, capital budgets & quarterly results.

NON - MANDATORY RECOMMENDATIONS


Role Of Chairman - effective participation of all members Remuneration Committee Of Board credibility & transparency Ballot system -Shareholders' Right For Receiving Half Yearly Financial Performance Postal Ballot Covering Critical Matters Like Alteration In Memorandum Etc Sale -Of Whole Or Substantial Part Of The Undertaking Corporate Restructuring Further Issue Of Capital Venturing Into New Businesses

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