Nothing Special   »   [go: up one dir, main page]

Committee

Download as pptx, pdf, or txt
Download as pptx, pdf, or txt
You are on page 1of 22

N.G. ACHARYA & D.K.

MARATHE COLLEGE

STD: T.Y. (BANKING & INSURANCE) SUB: BUSINESS ETHICS


TOPIC: VARIOUS COMMITTEES FOR EFFECTIVE C.G. GROUP NO: 10 SUBMITTED TO: PROF. RAJWADE

GROUP MEMBERS

NAME VEENA MOOLYA

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.
.

VARIOUS DIFFERENT COMMITTEES IN C.G.


Audit committee Remuneration committee

Execution committee
Nomination committee Advisory committee Shareholders/investors grievances

Board of directors committee

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.

MEETING OF AUDIT 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,

POWERS OF THE AUDIT COMMITTEE


The audit committee shall have powers, which should include the following: To investigate any activity within its terms of reference. To seek information from any employee. To obtain outside legal or other professional advice.

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.

OBJECTIVES OF THE REMUNERATION COMMITTEE.


Review the remuneration packages of the executive directors and the other top-level managers. Shareholders are becoming concerned about the lack of transparency regarding the remuneration of the directors and the top- level managers

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.

SHAREHOLDERS / INVESTORS GRIEVANCES COMMITTEE


The purpose behind setting up of such a committee is for the speedy disposal of all grievances/ complaints relating to shareholders/ investors.

Reference to such committee has been made by SEBI in the clause 49 of the listing agreement

BOARD OF DIRECTORS COMMITTEE


Composition The board of directors of the company shall have an optimum combination of executive and nonexecutive directors not less than 50 per cent of the board of directors comprising of non-executive directors. Where the chairman of the board is a non-executive director.

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.

IMPACT OF CORPORATE GOVERNNANCE


Increasing shareholder wealth Safeguarding the interests of other stakeholders Efficiency of its business plans. Director played an active role in decision making

You might also like