Slide 1: Institute for Technology & Management CORPORATE GOVERNANCE Slide 4: EVOLUTION : CORPORATE GOVERNANCE Slide 7: INTRODUCTION Slide 11: GLOBAL INITIATIVES Slide 13: INDIAN INITIATIVES Slide 16: KUMAR MANGALAM BIRLA COMMITTEE Slide 17: Board Composition Audit Committee Composition Board Role Audit Committee Role Critical Information Shareholder Communication Remuneration Committee Financial Performance Declaration Non-Executive Chairperson Slide 27: STATISTICS Slide 28: TOP 5 COMPANY’S w.r.t CORPORATE GOVERNANCE SOURCE : www.icsi.edu Slide 29: CASE : BAJAJ AUTO LTD CORPORATE GOVERNANCE POLICIES & PRACTICES FOR 2006-07 Slide 30: BOARD COMPOSITION Non-executive Niraj Bajaj Non-executive Manish Kejriwal Non-executive Shekar Bajaj Non-executive, independent P Murari Non-executive, independent Nanoo Pamnani Non-executive, independent Naresh Chandra Non-executive, independent Ms Suman Kirloskar Non-executive, independent S H Khan Non-executive, independent J N Godrej Non-executive, independent D j Balaji Rao Non-executive, independent Kantikumar R Podar Whole-time Director, executive D S Mehta Executive Director, executive Sanjiv Bajaj Managing Director, executive Rajiv Bajaj Vice Chairman, executive Madhur Bajaj Chairman, executive Rahul Bajaj CATEGORY NAME OF DIRECTOR Total 16 Directors & Chairman Executive. Chairman Executive therefore 50% Non-Executive, Independent Director required .i.e. 8 Slide 31: BOARD ROLE BOD met 6 times in a year & gap between any 2 meetings has been less than 3mths.
A sitting fee of Rs. 20,000 per meeting is paid to non-executive directors, including independent directors. This has been fixed by the BOD.
None of the Directors was a member in more than 10 committees, nor a chairman in more than five committees across all companies in which he/she was Director.
Full Disclosure has been made regarding the Remuneration Packages of all Directors. Contd……… Slide 32: Contd……… Remuneration Packages of all Directors Contd……… Slide 33: Contd……… Attendance Record of Directors Slide 34: AUDIT COMMITTEE COMPOSITION Nanoo Pamnani Naresh Chandra S H Khan, Chairman J N Godrej D j Balaji Rao NAME OF DIRECTOR Such a committee was setup
All it’s members are independent, non-executive directors and are ‘financially literate’ as required by clause 49, moreover Khan, Rao & Godrej have accounting or related financial management expertise.
The Company Secretary acted as the secretary to this committee. ATTENDANCE 4/4 4/4 2/4 4/4 3/4 Slide 35: AUDIT COMMITTEE ROLE The Audit Committee met 4 times.
This committee reviewed the financial statements of each unlisted Indian Subsidiary Company :
Bajaj Auto Holdings Ltd
Bajaj Allianz General Insurance Ltd.
Bajaj Allianz Life Insurance Ltd. Slide 36: CRITICAL INFORMATION Senior Mgt. made periodical disclosures to the board relating to all material, financial and commercial transactions.
P Murari & Niraj Bajaj have been appointed as directors’ & brief profile of them are mentioned in the notice issued to the shareholders .
Directors have also disclosed their membership with other committees of the Board. Contd……… Slide 37: Contd……… Outside directorship / committee positions as on 31st March 2007 Slide 38: SHAREHOLDER COMMUNICATION Shareholder & Investor Grievance Committee has been setup.
This committee specifically looks into Shareholders’ & Investors’ complaints on matters relating to transfer of shares, non-receipt of annual report, non-receipt of dividend etc.
They met on 17th March 2007 to review the status of Investors services rendered. Naresh Chandra S H Khan J N Godrej D j Balaji Rao, Chairman NAME OF DIRECTOR Slide 39: REMUNERATION COMMITTEE Such a Committee setup which determined the company’s Policy on Remuneration Packages for executive Directors. Naresh Chandra S H Khan D j Balaji Rao, Chairman NAME OF DIRECTOR Slide 40: FINANCIAL PERFORMANCE DECLARATION The Company sends half-yearly financial results, along with a detailed write-up to each household of Securities. Slide 41: CEO/CFO CERTIFICATION The CEO and CFO have certified to the board with regard to the financial statements and other matters as required by the clause 49 of the listing agreement. Slide 42: Auditors’ Certificate on Corporate Governance The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to corporate governance laid down under clause 49 of the listing agreement. This report is annexed to the directors’ report, and will be sent to the stock exchanges along with the annual return to be filed by the company. Slide 43: CONCLUSION Slide 44: From this project we get to learn what is basically Corporate Governance and why is it actually needed in companies.
We also learnt about the guidelines set by SEBI for Corporate Governance.
We studied a company Bajaj Auto Ltd especially the section on Corporate Governance and tried to understand as to how compliant they are in following the SEBI guidelines.
We see that in nearly 70% of the guidelines, Bajaj Auto is up to the mark. In many of the other guidelines as well Bajaj Auto is working towards achieving those guidelines. Slide 45: SOURCE OF DATA : www.icsi.edu