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Role of Independent Directors
Companies Act - an overview
Putting in perspective
Independent directors
Setting perspective and priority – formulating policy
and framework
Setting M& E system
Companies Act - an overview
Putting in perspective
Independent directors
Setting perspective and priority – formulating policy
and framework
Setting M& E system
Applicability
•It will also apply to foreign companies registered in India
•Net profit will not include dividend income received from another Indian
company following the provisions of the companies law or from profits of its
own overseas branches
CSR Committee consisting of three or
more directors, out of which at least
one director shall be an independent
director
Unlisted public company or
private company can have a
committee without such an
independent director
A private company having only
two directors on its boards shall
constitute its committee with two
such directors
For foreign company, committee should have at least two persons
One: Resident in India authorized to accept on behalf of the company service of process and any notices or
other documents required to be served on the company
Other: nominated by the foreign company
CSR governance : CSR Committee
Role of CSR Committee and the board
Formulate and recommend a
CSR policy
Recommend activities and
amount of expenditure to be
incurred
Monitor the policy from time
to time
Constitute a CSR committee
Approve a CSR policy (indicating
the list of activities along with the
expenditure) & publish the same
in its report and on the website
Spend at least 2% of average net
profit during the three
immediately preceding financial
years. If not, specify the reasons
for not spending the amount
Ensure that the activities as are
included in CSR policy of the
company are undertaken by the
company
CSR CommitteeCSR Committee
BoardBoard
CSR policy
Targeting
Schedule VII
Schedule VII
Schedule VII
Budget allocation
Implementation
Disclosure
•Display CSR activities on the website
•Annual report on CSR
Disclosure
Reporting on CSR spend
CSR
project/activity
identified
Sector in
which the
project is
covered
Projects/
program
1) Local area
or other
2) State and
district of
the
project/progr
am
Project/
Program
wise
budget
(Amount
outlay)
Amount spent
on the
projects/progr
ams
Sub heads
1)Direct
expense
2) Overheads
Cumulative
expenditure
up to the
reporting
period
Amount
spent
direct or
through
impleme
ntation
agencies
Companies Act - an overview
Putting in perspective
Independent directors
Setting perspective and priority – formulating policy
and framework
Setting M& E system
Source: UNESCAP (United Nations Economic and Social Commission for Asia and the Pacific ) Publication
Business responsibility perspective
NVG perspective
Business
Responsibility
Business
Responsibility
Approaches for CSR Governance
Companies Act - an overview
Putting in perspective
Independent directors
Setting perspective and priority – formulating policy
and framework
Setting M& E system
Constitution of Board
Competencies of Independent Directors
No independent director shall hold office for more than two consecutive terms, but such independent
director shall be eligible for appointment after the expiration of three years of ceasing to become an
independent director
An independent director - neither himself nor any of his relatives is a Chief Executive or
director, by whatever name called, of any nonprofit organisation that receives twenty-five
per cent or more of its receipts from the company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or more of the total
voting power of the company; or who possesses such other qualifications as may be
prescribed
Role of CSR Committee and the board
Formulate and recommend a
CSR policy
Recommend activities and
amount of expenditure to be
incurred
Monitor the policy from time
to time
Constitute a CSR committee
Approve a CSR policy (indicating
the list of activities along with the
expenditure) & publish the same
in its report and on the website
Spend at least 2% of average net
profit during the three
immediately preceding financial
years. If not, specify the reasons
for not spending the amount
Ensure that the activities as are
included in CSR policy of the
company are undertaken by the
company
CSR CommitteeCSR Committee
BoardBoard
Role of Independent Directors in Execution of the CSR Provisions as mandated by The Company Act 2013
Duties of the independent director
Evaluation of independent directors
Companies Act - an overview
Putting in perspective
Independent directors
Setting perspective and priority – formulating policy
and framework
Setting M& E system
Basic policy elements as per the companies act
Companies Act - an overview
Putting in perspective
Independent directors
Setting perspective and priority – formulating policy
and framework
Setting M& E system
Performance management cycle
Source: Central government: Cost-effectiveness and improving annual reports,, Controller and Auditor General, New Zealand
Measuring performance and impact
Elements of M&E
For further clarification / guidance, email:
soumitra.ghosh@csopartners.org.in

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Role of Independent Directors in Execution of the CSR Provisions as mandated by The Company Act 2013

  • 2. Companies Act - an overview Putting in perspective Independent directors Setting perspective and priority – formulating policy and framework Setting M& E system
  • 3. Companies Act - an overview Putting in perspective Independent directors Setting perspective and priority – formulating policy and framework Setting M& E system
  • 4. Applicability •It will also apply to foreign companies registered in India •Net profit will not include dividend income received from another Indian company following the provisions of the companies law or from profits of its own overseas branches
  • 5. CSR Committee consisting of three or more directors, out of which at least one director shall be an independent director Unlisted public company or private company can have a committee without such an independent director A private company having only two directors on its boards shall constitute its committee with two such directors For foreign company, committee should have at least two persons One: Resident in India authorized to accept on behalf of the company service of process and any notices or other documents required to be served on the company Other: nominated by the foreign company CSR governance : CSR Committee
  • 6. Role of CSR Committee and the board Formulate and recommend a CSR policy Recommend activities and amount of expenditure to be incurred Monitor the policy from time to time Constitute a CSR committee Approve a CSR policy (indicating the list of activities along with the expenditure) & publish the same in its report and on the website Spend at least 2% of average net profit during the three immediately preceding financial years. If not, specify the reasons for not spending the amount Ensure that the activities as are included in CSR policy of the company are undertaken by the company CSR CommitteeCSR Committee BoardBoard
  • 14. Disclosure •Display CSR activities on the website •Annual report on CSR
  • 16. Reporting on CSR spend CSR project/activity identified Sector in which the project is covered Projects/ program 1) Local area or other 2) State and district of the project/progr am Project/ Program wise budget (Amount outlay) Amount spent on the projects/progr ams Sub heads 1)Direct expense 2) Overheads Cumulative expenditure up to the reporting period Amount spent direct or through impleme ntation agencies
  • 17. Companies Act - an overview Putting in perspective Independent directors Setting perspective and priority – formulating policy and framework Setting M& E system
  • 18. Source: UNESCAP (United Nations Economic and Social Commission for Asia and the Pacific ) Publication Business responsibility perspective
  • 20. Approaches for CSR Governance
  • 21. Companies Act - an overview Putting in perspective Independent directors Setting perspective and priority – formulating policy and framework Setting M& E system
  • 23. Competencies of Independent Directors No independent director shall hold office for more than two consecutive terms, but such independent director shall be eligible for appointment after the expiration of three years of ceasing to become an independent director
  • 24. An independent director - neither himself nor any of his relatives is a Chief Executive or director, by whatever name called, of any nonprofit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or who possesses such other qualifications as may be prescribed
  • 25. Role of CSR Committee and the board Formulate and recommend a CSR policy Recommend activities and amount of expenditure to be incurred Monitor the policy from time to time Constitute a CSR committee Approve a CSR policy (indicating the list of activities along with the expenditure) & publish the same in its report and on the website Spend at least 2% of average net profit during the three immediately preceding financial years. If not, specify the reasons for not spending the amount Ensure that the activities as are included in CSR policy of the company are undertaken by the company CSR CommitteeCSR Committee BoardBoard
  • 27. Duties of the independent director
  • 29. Companies Act - an overview Putting in perspective Independent directors Setting perspective and priority – formulating policy and framework Setting M& E system
  • 30. Basic policy elements as per the companies act
  • 31. Companies Act - an overview Putting in perspective Independent directors Setting perspective and priority – formulating policy and framework Setting M& E system
  • 33. Source: Central government: Cost-effectiveness and improving annual reports,, Controller and Auditor General, New Zealand Measuring performance and impact
  • 35. For further clarification / guidance, email: soumitra.ghosh@csopartners.org.in

Hinweis der Redaktion

  1. Subsection 4 of clause 149 Every listed public company shall have at least one-third of the total number of directors as independent directors and the Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies.   Clause d of subsection 1 of 380 clause the name and address or the names and addresses of one or more persons resident in India authorised to accept on behalf of the company service of process and any notices or other documents required to be served on the company;