THIS STUDY MATERIAL IS PREPARED BY

Dr. Pradip Kumar Das,

Associate Professor,
Department of Law, CUSB,
for the Students of LL.M., 1st Semester

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I. Role and Powers of Board:
 Role and powers of the board should be clearly
mentioned;
 Absence of clearly designated role and powers of
board weakens accountability mechanism and
hampers organizational goals;
 Clear identification of powers, role,
responsibilities, and accountability of the board,
CEO and the chairman of the board;
 Role of the board should be clearly documented
in a board charter.
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II. Legislation:
§ Clear unambiguous legislation and regulations are
fundamental to effective C/G.

III. Management Environment:

It includes-
§ Setting up of clear objectives and appropriate
ethical framework;
§ Providing for transparency and clear enunciation of
responsibility and accountability;

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 Implementing sound business planning;
 Having right people with right skill for the jobs;
 Establishing performance evaluation measures;
and
 Establishing clear boundaries for acceptable
behavior.

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IV. Board skills:
 Board must be able to undertake its functions
efficiently and effectively;
 It must possess the necessary qualities, skills,
knowledge and experience;
 It should have the following skills, knowledge
and experience:
-Operational or technical expertise;
-Commitment to establish leadership;
-Financial skills, legal skills and
-Knowledge of government and regulatory
requirement.

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V. Board Composition:
 Size of the Board:
-It should neither be too small nor too big;
-It should strike a balance between executive
and non-executive directors;
 Board membership criteria:
-All directors should be individuals of integrity
and courage, with relevant skills and
experience;

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 Diversity in Board:
-Diversity should be there in academic
qualifications, technical expertise, relevant
industry knowledge, experience, nationality,
age and sex(i.e. gender diversity between
men & women).
VI. Board Committees:
(To improve board effectiveness and efficiency)

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 Audit Committee;
 Shareholders/investors Relations Committee;
 Remuneration Committee;
 Nomination Committee;
 Corporate Governance Committee;
 Risk Management Committee;
 CSR Committee etc.

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VII. Board Appointments-
Ø Most competent people should be appointed
in the Board;
Ø Appointment procedure must satisfy all
statutory and administrative requirements;
Ø Letter of appointment, containing details of
their duties and responsibilities, should be
given to all new directors.

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VIII. Board induction and training-
-Directors must have clear understanding of
the area of operation of the company’s
business, corporate strategy and challenges
being faced by the Board.
-Directors should attend continuing education
and professional development programme or
any training programme in order to be up-
to-date or familiar with new developments.

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