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CORPORATE GOVERNANCE What is Governance? “ Corporate Governance ensures that long-term strategic objectives and plans are established and that the proper management structure is in place to achieve those objectives, while at the same time making sure that the structure functions to maintain the corporation’s integrity, reputation and responsibility to its various constituencies.” National Association of Corporate Directors(NACD), NEWYORK
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Reports Of Committees On Corporate Governance:- Kumara Mangalam Birla Committee Report. CII Report. Cadbury Committee Report. OECD Report.
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Kumara Mangalam Birla Committee Report:- Kumara Managalam Birla headed the committee appointed by , SEBI on May 7, 1999. Some of the recommendations of this committee are; Composition of the Board of Directors Audit Committee Remuneration Committee of the Board Board Procedures Management
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CII Committee Report:- Confederation of Indian Industry(CII) drafted some codes of corporate governance in mid 1996 under the leadership of Mr. Rahul Bajaj. Some of this committee recommendations are; Nomination Committee Letter of Appointment to Directors Fixed Contractual Remuneration Remuneration Committee Separation of Offices of Chairman & Chief Executive Officer
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Cadbury Committee Report:- A committee setup under the chairmanship of Adrian Cadbury in May 1991 and the report named as “Financial Aspects of Corporate Governance”. The recommendations made by this committee are; Decision making power Non-executive directors should act independently A majority of directors should be independent non-executive directors The term of a director should not exceed 3 years There should be full transparency in matters relating to directors emoluments.
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OECD Report:- “Organization for Economic Co-operation and Development” (OECD) has published a report titled “Corporate Governance Lessons from the Financial Crisis .” The rights of shareholders. The equitable treatment of shareholders. The role of stakeholders. Disclosure and transparency. The responsibilities of the board.
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Thank you Presented By, Harinath 09U41E0008