GOLDEN OPPORTUNITIES UNDER CORPORATE GOVERNANCE

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GOLDEN OPPORTUNITIES UNDER CORPORATE
GOVERNANCE
- By CA (Dr.) Rajkumar Adukia
Like in any family there are unwritten rules for good bonding between
members, the corporate governance is all about a system of direction, feedback
and control using regulations and ethical guidelines meeting the societal
expectations.
The word governance is derived from the word ‘gubernate’, which means
to steer. Thus, Corporate governance would mean to steer an organization in the
desired direction. The Corporate Governance inculcates the mechanism to
control and operate the governance of corporation in such a way that is
motivated with the overall growth of institution by bringing transperancy &
helding every person/member accountable for their respective actions.
It is myth that the corporate governance is good management of
company, certainly it is not, as it applies to every form of organization whether
a Limited Liability Partnership, Family Trust, Partnership, Cooperatives,
Charitable Organization etc.
It should be understood that there is wide reach for the application of
corporate governance, and recognizing the significance of corporate governance
many companies are turning to professional service which in turn creating
professional opportunities that were undiscovered until now. There services
may be in the form of advisory that includes making the organization more
institutional, meaning they help make these policies comprehensive and
standardized throughout organizations.
Examples of these services include restructuring the senior management,
creating support services to improve internal controls, creating an authority
matrix, and succession planning.

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We are all aware of the concept and role of Independent Director who is
non-executive director helping the company to improve upon its corporate
credibility and governance standards.
The author believes that the Corporate governance is much more may be
one crore times than just becoming Independent Director. Therefore it brings
goldmine of professional opportunities (few of them listed below) and one
should not missed out.
List of services in the world of corporate governance:
1. Independent Director - industry segment wise -mutual funds/
NBFC / Co-operative societies / insurance co’s / PSUs / banks /
pension funds etc.
2. Risk Management
3. Internal control
4. Board Members Training
5. Board Performance Evaluation
6. Making Governance Framework
7. Setting up ethical framework at different level
8. Evaluation of board & board members
9. Vigil Mechanism
10.Compliance of the Prevention of Corruption Act ,1988
11.Minority Shareholders Rights Protection - their representative on
board and advisor to their forum
12.Advisor to Audit Committee / Chairman / Members
13.Sustainability / Integrated Reporting Advisor
14.Advisor to Regulators for Governance Framework
15.Advisor to Institutional Investors - Stewardship Code

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16.UN 17 SUSTAINABLE DEVELOPMENT GOALS SDGS TO BE
ACHIEVED BY 2030
17.Legal Compliance Audit
18.CSR Project Management / Policy / law Compliances
19.Governance Ratings / Evaluation / Bench Markings
20.Business Sustainability Audit
21.Corporate Governance Audit
22.Performance Evaluation Audit
23.Internal Control Effectiveness Audit
24.Sustainability Audit
25.CSR Audit
26.Economic Offences Compliance Audit
27.Sector specialization like Insurance, banking, pension funds etc.
28.Project as world leader 1 in corporate governance
A brief view at International and India perspective over corporate
governance:
International perspective:
The modern development of corporate governance started with the publication
of the Cadbury Committee report in 1992. Following serious financial
scandals and collapses (e.g. BCCI and Mirror Group) and a percieved general
lack of confidence in the financial reporting of many UK companies, the
financial reporting council, the london stock exchange and the accountancy
profession established the committee on the Financial Aspect of corporate
governance, May 1991 chaired by Sir Adraian Cadbury and came out with its

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landmark report in december 1992 that recommended the code of best practice
with which the boards of all listed companies should comply. The report
recognises the role as below:
i. Role of Board of Directors
ii. Role of Non-Executive Directors
iii. Executive Director and their remuneration
iv. Financial Reporting and Financial Control
This was followed by the Richard Greenbury Committee Report (1995) chaired
by Sir Richard Greenbury- (31 July 1936 – 27 September 2017)- chief
executive & chairman of Marks and Spencer Group plc (1998 to 1999),
commonly known for Directors Remuneration concept. The guidelines were
volunatry in nature as it was speculated that the self regulation would suffice to
correct things. The report provided for the
i. The Remuneration Committee
ii. Disclosure and Approval Provisions
iii. Remuneration Policy
iv. Service contract and compensation
Then came the Hampel Committee on Corporate Governance (1998) under
the leadership of Chairman Sir Ronald Hampel who was a chairman and
managing director of Imperial Chemical Industry. The committee was formed
in November 1995 by Financia Reporting Council, London Stock Exchange,
Confederation of British Industry https://www.cbi.org.uk/ and Institute of
Directors https://www.iod.com/.
The committee purported to assess the progress of implementation of Cadbury
and Greenbury recommendations. Some of the important recommendations are
as below:

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1. Narrative statement of how the company has applied the broad
principles of corporate governance.
2. Board should include balance of executive directors and non-
executive directors.
3. The majority of non-executive directors should be independent
4. The board should present a balanced and understandable
assessment of the company's position and prospects.
5. The external auditor should independently report to shareholders in
accordance with statutory and professional requirements.
6. The auditors should have dual responsibility i.e. Public Reporting
on the statutory financial statements to shareholders and private
reporting to directors on operational matters.
7. The requirements on directors to include a going concern statement
in the annual report should be retained.
The combined code (1998), report released in june 1998 titled as “The
Combined Code: Principles of Good Governance and Code of Best Practice –
1998. It appended to the listing rules of the London Stock Exchange and
provide the requirement of disclosure by listed companies in two parts :
- 1st it required to report on how it has applied the principles of the
combined code.
- 2nd the company would be required to confirm that it has complied
with the code provisions and if not then has to provide explanation for
non-compliances
In America also the Blue Ribbon Committee was set up by the the Securities
and Exchange Commission (SEC) https://www.sec.gov/ , the New York Stock
Exchange (NYSE) https://www.nyse.com/index and the National Association of
Securities Dealers (NASD) https://www.nasdaq.com/glossary/n/national-
association-of-securities-dealers. The committe published its report in 1999.

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Recommendations in nutshell
 Audit committee members should be financially literate having
accounting and financial management related knowledge.
 Audit committee should adopt a former written charter and should
revenue and reassess it on annual basis.
 Audit committee should enjoy the full authority of carrying out
discussion with the auditors.
 All reporting companies to include a letter from the audit committee
in the company's annual report
The Internal Control: Guidance for Directors on the Combined Code
(Turnbull Report) – 1999
This was applicable for the listed companies, the report famously known as the
Turnbull Report prepared under the Chairmanship of Mr. Nigel Turbull The
Rank Group Plc https://www.rank.com/en/index.html.
The recommendations put forth by the Turnbull report:
 Directors detail exactly what their internal control system consisted of
 Regularly review its effectiveness, issue annual statements on the
mechanisms in place, and, if there is no internal audit system in place,
 to at least regularly review the need for one
The Higgs report 2003 lead by Derek Higgs (3 April 1944 – 28 April 2008)
was commissioned by United Kingdom government to review role of

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Independent Directors and audit committees. The report recommendation
released as Good Practice Suggestions from the Higgs Report.
Prime suggestion:
 at least half of a board (excluding the Chair) be comprised of non-executive
directors;
 that those non-executives should meet at least once a year in isolation to
discuss company performance (a move away from the clear preference for
unitary board structures displayed elsewhere);
 that a senior independent director be nominated and made available for
shareholders to express any concerns to; and
 that potential non-executive directors should satisfy themselves that they
possess the knowledge, experience, skills and time to carry out their duties
with due diligence.
Subsequently the Walker Report (2009) prepared by Sir David Walker (b. 31
December 1939) who was British banker and former chairman of Barclays. It
was Commission by United King Prime Minister in February 2009.
The walker report titled a Review of Corporate Governance in United Kingdom
Banks and Other Financial Industry Entities
Some Key suggestion in the report includes:
- greater dedicated non-executive directorial focus on risk management
is required, supported by a dedicated Chief Risk Officer;
- active engagement remains a responsibility of shareholders and, in the
case of mutual funds, a commitment to a Stewardship Code;

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Indian perspective:
The corporate governance development in India starts with the task of the
Working group on the Company’s Act, 1956 – (est August 1996 ). It lead by
Dr K.R. Chandratre (then President of ICSI) along with 7 other member
Recommendations submitted by the working group in february 1997 contains
two kind of financial & non fiancial disclosure
 Financial disclosure : Remuneration of the directors , group resources,
foreign holding of the company , funding raised by issuing the shares and
debentures of company and the ultimate end use of the such funding
seperately
 Non-financial disclosure- relatives of directors disclose seperately in
directors report , Details of loan and advances to the directors and The
compliance certificate and secreterail requirement under the companies
act
Later in 1998 the Confederation of Indian Industry which is India's largest
industry and business association submitted a report tittled ““Desirable
Corporate Governance: A Code”” prepared in 1997 and published in 1998.
The code recommended as below:
 Required disclosures as per code:
- To provide details about issue of Global Depository Receipt
- To provide details about the follow up of the Generally Accepted
Accounting Principles with transparent accounting system.
- Details of monthly averages of share prices at all stock exchanges
where the companies listed for the reporting year.
- Value added statement disclosing total income.
- Cost of all inputs and all administrative expenses.

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- Details of debt performance interest cost, State of receivable and
foreign exchange risks and exposure.
This was followd by the Kumar Manglam Birla Committee Report (1999)
under the leadership of Kumar Manglam Birla- (born 14th june 1967) chiarman
of Aditya Birla Group- A billionaire industrialist.
The report contained both mandatory and voluntary recommendations such as
holding minimum four board meetings a year, 50% of board should be non-
executive, Audit committee chairman must be non-executive and in audit
committee meetings three members form quorum.
It mandates disclosures such as
 consolidated accounts of subsidiary,
 segment reporting,
 related party transactions,
 Environmental and Social Reporting and formation of investors
grievances committee.
Further the Godbole Committee (2001) was set up under the leadership of
Madhav Godbole(b. August 15, 1936) - Former union Home Secretary (b/w 4th
october 1991 – 23rd march 1993)
The committee was assigned task of good governance guidelines to
government. It provide around 190 recommendations that includes
 compulsory retirement of Government officials and
 enacting a law on fiscal responsibility,
 budget management etc.
 review of subsidies

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The Naresh Chandra Committee (2002) lead by Mr. Naresh Chandra (1
August 1934 – 9 July 2017) cabinet secretary of India (11 December 1990 – 31
July 1992) was appointed in 21st August 2002 by the Department of Company
Affairs (DCA) under the ministry of Finance and Company Affairs.
The recommendations were:
 Certification by CEO and CFO
 Setting up of the internal control System
 Role, Remuneration and training of Independent Directors.
This was followed by the Dr. Ganguly Committee (2002) under chairmanship of
Dr Ashok Shekar Ganguly (B. 28th July 1935) who is a noted industry expert &
former chairman of Hindustan lever & Member of Rajya Sabha (till 2015)
The committee also known as the working group of directors of Banks and
financial institutions it recommended the formation further committes in
addition to nomination committee
1. The audit committee
2. The shareholders' redressal committee,
3. The supervisory committee and
4. The risk management committee
Subsequently the N. R. Narayan Murthy Committee Report (2004) set up by
the Securities Exchange Board of India under the chairmanship of Mr. Narayan
Murthy (born 20 August 1946). The committee submitted recommendation in
February 2003 and provides for the following:
- Audit Committee, Audit Report, Audit qualifications, Related Party
transactions, Risk Management, code of conduct, Nominee Director,
Independent Directors, Compensation of Non-Executive Directors,

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Whistle Blower Policy, Subsidiary Companies, Evaluation of Board
performance, Analyst reports and
- also consider points covered by Naresh Chandra Committee.
Clause 49 of the Listing Agreement
After liberalization serious efforts have been made towards overhauling the
system with SEBI formulating the Clause 49 of the Listing Agreements dealing
with corporate governance. Clause 49 of the Listing Agreement to the Indian
stock exchange comes into effect from 31 December 2005.
It includes the following key requirements:
 Board Independence: Boards of directors of listedcompanies must have a
minimum number of independent directors.
 Audit Committees: Listed companies must have audit committees of the
board with a minimum of three directors, two-thirds of whom must be
independent.
 Disclosure: Listed companies must periodically make various disclosures
regarding financial and other matters to ensure transparency
The year 2004 additionally witness efforts of Dr. J. J. Irani Committee (2004)
with chairman- Dr. Jamshed Jiji Irani (2 June 1936) – former TATA steel MD
(retired in 2007). The expert committee set up on 2nd December 2004 later on
the companies bill 2008 introduced and lapsed due to dissolution of loksabha,
although it was presented in 2009. It recommended a single framework of
governance provisions for all companies , tenure of Independent Director,
related party transactions etc.
The satyam computer services scandal occurred in 2009 triggered the much
more stronger need of corporate governance footing. The satyam computer
services which is an IT service company based in Hyderabad- chairman Byrraju
Ramalinga Raju, scandaled due falsification of company’s account. The same

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year the Ministry of Corporate Affairs published voluntary guidelines namely
the Corporate Governance Voluntary Guidelines (2009) that includes
Independence of the Board of Director, the responsibilities of the board,
secretarial audits and mechanism to encourage and protect whistle blowing.
The introduction of new company act, namely the companies Act, 2013
enacted in 2013 was responsible for the major structural shifts. Relevant
provisions under the act are
 Schedule IV: code for Independent Director
 Chapter IX Accounts of Companies
 Section 135 – Corporate Social Responsibility,
 Section 149- Board of Director,
 Section 177- Audit Committee ,
 Section 178- Nomination and Remuneration Committee and
Stakeholders Relationship Committee,
 Section 134- Financial statement, Board‘s report, etc,
 Section 138- Internal Audit,
 Section 447- Punishment for fraud
In 2015 the Securities and Exchange Board of India (Listing Obligations
and Disclosures Requirements Regulations),2015 were notified by SEBI on
2nd september 2015.
The regulation became effective after 90 days that is 1st december 2015. The
Regulation 27 (2) specifies the formats for compliance Report on corporate
governance for each quarter, at the end of the financial year and within six
months from end of financial year. Additionally the secretarial Audit Report
prepared under sec 204 of the companies Act 2013

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Conclusion
All organizations have a purpose and want to be successful in attaining that
purpose which why many are recognizing the importance of corporate
governance and of having someone responsible for it within their organization.
Some important point for consideration:
 Identifying what and advising why certain corporate governance best
practices should be adopted by the organization. This may be as a result
of compliance with laws, regulations, standards and codes or because the
practices make good operational sense for the organization.
 Implementing within the organization those best practices through the
creation and maintenance of cultures and relationships. This usually
requires the corporate secretary to answer the how do we implement
question, which requires corporate secretaries to have
emotionalintelligence skills as well as technical skills.
 Facilitating communication between board members, the board and
management, the chairman and the chief executive officer, the company
and its shareholders, and the company and its stakeholders
Professionals charged with ensuring good governance practices within an
organisation, play an important role in enforcing and promoting high standards
of ethical behaviour, integrity and compliance. In particular, the person has a
significant impact on the level and quality of the organisation's corporate
governance and governance culture and often has a pivotal role in assisting the
board to achieve the entity's vision and strategy.

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FEW LINKS:
1. THE SECURITIES AND EXCHANGE BOARD OF INDIA
https://www.sebi.gov.in/
2. THE MINISTRY OF CORPORATE AFFAIRS https://www.mca.gov.in/
3. THE INSTITUTE OF COMPANY SECREATARIES OF INDIA
https://www.icsi.edu/
4. THE INSTITUTE OF CHARTERED ACCOUNTANTS OF INDIA
http://www.icai.org.in/
5. THE NATIONAL FOUNDATION FOR CORPORATE
GOVERNANCE http://www.nfcgindia.org/
6. THE CORPORATE GOVERNANCE SECTION FROM THE
BUISNESS PORTAL OF INDIA https://www.india.gov.in/
7. THE CENTER FOR CORPORATE GOVERNANCE www.ipeindia.org
8. THE INDIAN INSTITUTE OF CORPORATE AFFAIRS
www.iica.nic.in
9. THE COMPETITION COMMISSION OF INDIA http://www.cci.gov.in/
10.THE CENTRAL VIGILANCE COMMISSION https://cvc.gov.in/
11.THE CONFEDERATION OF INDIAN INDUSTRY https://www.cii.in/
12.THE INSTITUTE OF INTERNAL AUDITORS OF INDIA
http://www.iiaindia.org/
13.THE BOMBAY CHARTERED ACCOUNTANTS’ SOCIETY
https://www.bcasonline.org/
14.THE ASIAN CORPORATE GOVERNANCE ASSOICIATION
https://www.acga-asia.org/
15.THE INFORMATION SYSTEM AUDIT AND CONTROL
ASSOCIATION https://www.isaca.org/
16.www.thecorporategovernanceinstitute.com

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17.THE EUROPEAN CORPORATE GOVERNANCE INSTITUTE
www.ecgi.global
18.Banks www.bis.org
19.IOSCO www.iosco.org
20.THE ASIAN CENTRE FOR CORPORATE GOVERNANCE
www.asiancentre.org
21.THE INSTITUTE OF DIRECTORS www.iod.com
22.IAIS www.iaisweb.org

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