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Corporate Governance: R.G Nawin Krishna

This document discusses corporate governance and provides definitions, key elements, and regulations related to corporate governance. It defines corporate governance as the set of processes, customs, policies, laws, and institutions affecting how a corporation is directed. Some key points made are: - Corporate governance aims to ensure accountability and reduce conflicts between stakeholders. - It deals with relationships between a company's board, management, shareholders, and other stakeholders. - Regulations for corporate governance in India have evolved in recent decades to increase transparency and accountability. - Key elements of good corporate governance include honesty, trust, integrity, and accountability.

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RG Nawin Krishna
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70 views19 pages

Corporate Governance: R.G Nawin Krishna

This document discusses corporate governance and provides definitions, key elements, and regulations related to corporate governance. It defines corporate governance as the set of processes, customs, policies, laws, and institutions affecting how a corporation is directed. Some key points made are: - Corporate governance aims to ensure accountability and reduce conflicts between stakeholders. - It deals with relationships between a company's board, management, shareholders, and other stakeholders. - Regulations for corporate governance in India have evolved in recent decades to increase transparency and accountability. - Key elements of good corporate governance include honesty, trust, integrity, and accountability.

Uploaded by

RG Nawin Krishna
Copyright
© Attribution Non-Commercial (BY-NC)
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PPTX, PDF, TXT or read online on Scribd
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CORPORATE

GOVERNANCE
DONE BY

R.G NAWIN
KRISHNA
MBA – HR

FUTURE HR MANAGER
CORPORATE GOVERNANCE
• Corporate governance is the set of processes, customs
, policies, laws, and institutions affecting the way a
corporation (or company) is directed, administered or
controlled.

• An important theme of corporate governance is to


ensure the accountability of certain individuals in an
organization through mechanisms that try to reduce
or eliminate the principal-agent problem.
CORPORATE GOVERNANCE
• Corporate governance deals with the complex set of
relationships between the corporation and its board of
directors, management, shareholders, and other
stakeholders. In the recent years, the regulators and
legislators have intensified their focus on how
businesses are being run. They are endeavouring to
create a template for new corporate governance and
disclosure measures, which is beneficial for both the
stakeholders and controllers.
DEFINITION
• CG is the road map, which guides and directs the Board
of Directors of the Company to govern the affairs of the
company in a most beneficial to all the Shareholders, the
Creditors, the Government and the Society

• CG is a set of standards which aims to improve the


Company’s image, efficiency and effectiveness.
DEFINITION

• It is a system of structuring, operating and controlling a


company with a view to achieve long term strategic goals
to satisfy shareholders, creditors, employees, customers
and suppliers, and complying with the legal and
regulatory requirements, apart from meeting
environmental and local community needs.
DEFINTION
• CG refers to the blend of law,
regulation and appropriate
voluntary private sector
practices, which enable
the corporation to
attract financial and
human capital.
BOARD OF DIRECTORS
• The members on the board should posses adequate
experience, expertise and skills necessary to manage the
affairs of the company in a efficient manner.

• The decisions taken by the board of directors should be


transparent to the Government, Shareholder, Creditor, etc.
PARTIES IN CG

• Parties involved in corporate governance include the


regulatory body (e.g. the Chief Executive Officer, the
board of directors, management, shareholders and
Auditors).

• Other stakeholders who take part include suppliers,


employees, creditors, customers and the community at
large.
EVOLUTION OF CG IN INDIA

• Corporate governance in India has evolved over last 10


years.

• During this period, the Indian economy opened up,


mergers and acquisitions took place and foreign
investors started evincing interest in Indian companies.

• The first formal corporate governance in India came in


1998, when CII came out with a “Desirable
Code of Corporate Governance”
CONTD…

• Later, taking a cue , SEBI appointed a committee


under the Chairmanship of Kumar Mangalam Birla,
noted industrialist, to study international practices
and recommend appropriate CG regulations for
Indian companies.

• Based on this committee the SEBI framed the


corporate governance provisions
SEBI COMMITTEE

• Report of SEBI committee (India) on Corporate


Governance defines corporate governance as the
acceptance by management of the inalienable rights
of shareholders as the true owners of the corporation
and of their own role as trustees on behalf of the
shareholders.
• CG is about commitment to values, about ethical
business conduct and about making a distinction
between personal & corporate funds in the
management of a company.”

• The definition is drawn from the Gandhian principle


of trusteeship and the Directive Principles of the
Indian Constitution

• Corporate Governance is viewed as business ethics


and a moral duty.
CHANGES IN GOVERNANCE REFIME
DISCERNIBLE
• Good CG practices results in

 Improved brand image and reputation


 Better social acceptance
 Better impact on customers
 Government support
 Ability to attract more investors
 Better valuation
KEY ELEMENTS OF CG
• Key elements of good corporate governance
principles include
Honesty
Trust
Integrity
Openness
Performance orientation
Responsibility
Accountability
Mutual respect
Commitment to the organization.
ISSUES INVOLVING CORPORATE
GOVERNANCE PRINCIPLES

• Internal controls and internal auditors

• The independence of the entity's external auditors and


the quality of their audits

• Oversight and management of risk

• Oversight of the preparation of the entity's financial


statements
CONTD..
• Review of the compensation arrangements for the chief
executive officer and other senior executives

• The resources made available to directors in carrying out


their duties

• The way in which individuals are nominated for


positions on the board

• Dividend policy
REGULATIONS FOR CG
• Auditing
• Form 12A EPF Monthly Return
• Form 2A Nomination Forms Submitted
• Form 5 EPF Addition Return
• Form 10 EPF Deletion Return
• Form 3 ESI Return
• Form 1 ESI Nomination submitted
CONTD…
• Form 2(License Renewal)
• Form 23(Annual Return to IF)
• Form 22(Half year Return to IF )
• Form 2(Half year Return – Subsistence Allowance)
• Form 2(Half year Return – Conferment to permanent status)
• Form A (Labour welfare Fund)
• Form C(Unpaid Accumulation)
N K Y O U
TH A

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