Committee
Committee
Committee
MARATHE COLLEGE
GROUP MEMBERS
ROLL.NO. 17
NEELAM PANDEY
21
INTRODUCTION
Corporate governance is "the system by which companies are directed and controlled" It involves a set of relationship between a companys management, its board, its shareholders and other stakeholders It deals with prevention or mitigation of the conflict of interests of stakeholders.
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Execution committee
Nomination committee Advisory committee Shareholders/investors grievances
AUDIT COMMITTEE
Composition
of audit committee:-
The audit committee shall have minimum three directors The shall be present at Annual general meeting The company chairman of the a shall be an independent director. Secretary shall act as the secretary to the committee.
The audit committee should meet at least four times in a year The quorum shall be either two members or the one-third of the members of the audit committee whichever is greater,
REMUNERATION COMMITTEE
The remuneration committee is normally endowed with the responsibility of determining the companys policy on specific remuneration packages for the execution directors including pension rights and any compensation payments.
COMPOSITION
Clause
49 recommended that the committee may comprise of at least three directors, all of whom should be non-executive directors, with the chairman of the committee being an independent director who could be present at the Annual General Meeting to answer the shareholders queries.
EXECUTION COMMITTEE
One
of the key committee of the board is the execution committee. Companies with large boards sometimes form executive committee, which is a smaller group that meets more frequently than the board. These committees are established and used by the chief executive officer for the major operational decisions.
NOMINATION COMMITTEE
A nomination committee researches possible criteria for new directors and then searches for the new directors who meet the criteria decided on by the board. Their basic task is to fill up vacancies on the board and to develop a policy on the size and the composition of the board.
ADVISORY COMMITTEE
This committee is basically constituted to advice the board or the management. The board of directors may sometimes feel the need of the expert advice in the certain matters in the regard to which they may have conflicting opinions. In such matters the advisory committee may also advise accordingly for arriving to a consensus.
Reference to such committee has been made by SEBI in the clause 49 of the listing agreement
CASE STUDY
Infosys, one of India's largest software companies. Till late 1990s, corporate governance did not have much significance in India. In 1999, two committees (Confederation of Indian Industries, CII and the Kumar Mangalam Birla Committee) were set up to recommend good governance norms.
These committees came out with several recommendations, which were made mandatory for the companies to adhere to by 2001. Infosys was one of the first companies in India which had complied with the recommendations made by the committees.
CORPORATE GOVERNNANCE
In the late 1990s, the Confederation of Indian Industries (CII) published a code of corporate governance . Infosys had accepted the recommendation of both the CII and the Kumar Mangalam Birla Committee.