Professional Documents
Culture Documents
Becg Final
Becg Final
Becg Final
Topic:
Submitted By:
Bhatt Khyati Bhoomika Shah Anas Dalal Namrata Italia Kirti Kandoi Nikita Maskara 127500592009 127500592011 127500592020 127500592032 127500592045 127500592053
Corporate Governance
Corporate governance is the system by which business corporations are
and institutions affecting the way a corporation or company is directed, administered or controlled.
and responsibilities among different participants in the corporation, such as the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs.
Organizations can help shareholders exercise their rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings.
Organizations should recognize that they have legal, contractual, social, and market driven obligations to non-shareholder stakeholders,
The board needs sufficient relevant skills and understanding to review and challenge management performance.
Integrity should be a fundamental requirement in choosing corporate officers and board members.
Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information.
None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5 Committees across all the companies in which he is a Director.
3.
a)
b)
To review the findings of the Internal Auditor relating to various functions of the Company
c)
To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the accounts of the Company,
d)
e)
To make recommendations to the Board on any matter relating to the financial management of the Company, including Statutory & Internal Audit Reports
f)
g)
4.
Whistle Blower Policy The Whistle Blower Policy is an extension of the Tata Code of Conduct, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event
The Cost Audit Report was filed by the Cost Auditor M/s Shome & Banerjee, Cost Accountants, on 4th December, 2012 in XBRL Mode as mandated by the Ministry of Corporate Affairs vide their circular no.
The Company was felicitated by the Institute of Cost Accountants of India for being the first company in India to file the Cost Audit
6.
a)
Remuneration Committee Review the performance of the Managing Director and the Wholetime Directors, after considering the Companys performance.
b)
Recommend to the Board remuneration including salary, perquisites and commission to be paid to the Companys Managing Director and
Whole-time Directors.
c)
Finalize the perquisites package of the Managing Director and Wholetime Directors within the overall ceiling fixed by the Board.
d)
Recommend to the Board, retirement benefits to be paid to the Managing Director and Whole-time Directors under the Retirement Benefit Guidelines adopted by the Board.
7. Remuneration Policy
The Company while deciding the remuneration package of the senior management members takes into consideration the following items: (a) Employment scenario (b) Remuneration package of the industry and (c) Remuneration package of the managerial talent of other industries.
8. Shareholders Committee
Satyam Scandal
Raju resigned from the Satyam board after admitting to falsifying
Raju indicated that Satyam's accounts had been falsified over a number
of years.
Mahindra Satyam.
escalated: "It was like riding a tiger, not knowing how to get off without being eaten.".
Raju and his brother, B Rama Raju, were then arrested by the CID
Andhra Pradesh police headed by Mr. V S K Kaumudi, IPS on charges of breach of trust, conspiracy, cheating, and falsification of records.
the family members of the promoters of Satyam Computers in the case against Raju.
including 321 pairs of shoes, 310 belts, 13 cars including Mercedes and BMWs.
Satyam is based.
The Supreme Court on 4 November 2011 granted bail to Raju since the
Ramalinga Raju's wife Nandini Raju, sons Teja and Rama, and the
wives of Ramalinga Raju's younger brothers were among those convicted for evading paying income tax of around Rs 30 crore relating to the Maytas Hill County housing project.
All of them paid the penalty and furnished the sureties after the pronouncement of the order.
Key Observations
Corporate governance issues are not unique in the Indian context, but as
Indian companies acquire or establish operations outside India or access the international financial markets, its issues are increasing for India companies.
them in different jurisdictions and adopt a standard that can meet the differing requirements of each jurisdiction, even if that means voluntarily
expansion by Indian companies outside India can provide impetus for implementation of norms that result in good governance and transparency, ultimately leading to the successful growth of corporate India.
TMC created sound corporate climate based on the Guiding Principles at Toyota and the Toyota Code of Conduct. System to ensure that the Directors execute their responsibilities in compliance with relevant laws and regulations and the Articles of Incorporation. System to retain and manage information relating to performance of duties by Directors Information relating to exercising duties by Directors shall be appropriately retained and managed by each division in charge pursuant to the relevant internal rules and laws and regulations.
1)
2)
responsible officers.
TMC, from time to time, will make opportunities to listen to the
corporation and the business group consisting of the parent company and
subsidiaries.
6) System concerning employees who assist the Audit & Supervisory Board Members when required TMC has established the Audit & Supervisory Board Office and has assigned a number of full-time staff to support this function.
7) System for Directors and employees to report to Audit & Supervisory Board Members, and other related systems .
board of directors. It is accountable to the stakeholders and directs and controls the Management.
It stewards the company, sets its strategic aim and financial goals and oversees their implementation, puts in place adequate internal controls and periodically reports the activities and progress of the company in the company in a transparent manner to the stakeholders. CHINA of directors, managers and other senior management personnels performance of duties, and shall protect the companys and the shareholders legal rights and interests.
The supervisory board shall supervise the corporate finance, the legitimacy
BRAZIL
The board of directors should uphold the companys values, as well as the
management of conflicts.
The Committee recommends that to avoid conflicts of interest, the remuneration committee should [be] comprised of at least three directors, all of whom should be non-executive directors, the chairman of committee being an independent director.
CHINA
strictly comply with laws and regulations while exercising their rights as
investors, and shall be prevented from damaging the listed companies or other shareholders legal rights and interests, through means such as assets restructuring, or from taking advantage of their privileged position.
BRAZIL
vis a particular issue and may influence decisions or make biased choices.
A few definitions of independence have been given to board members and independent auditors. Similar criteria apply to directors or any other company employee or representative.
Act.
CHINA Appointment agreements shall be entered into by a listed company and its
directors to clarify such matters as the term of the directorship and the more compensation from the company in case of early termination of the appointment agreement for cause by the company.
BRAZIL
The Committee recommends that the board of directors should decide the remuneration of non-executive directors.
CHINA -
The main duties of the remuneration and appraisal committee are: 1) to study the appraisal standard for directors and management personnel, to conduct appraisal and to make recommendations.
2) to study and review the remuneration policies and schemes for directors
BRAZIL
same as the CEOs hourly rate, including bonuses and benefits, compensate with the time he/she actually devotes to his/her functions.
four times in a year, with a maximum time gap of four months between any two meetings.
CHINA
according to the law and the incorporation document of the company, the procedure of meeting, of communicating the agenda, of making decisions, of communicating the decisions, as well as the frequency of the meetings, according to the specific conditions of each commercial
company.
Bibliography
http://www.grantthornton.co.uk/en/Thinking/corpor