It consists meaning of corporate governance, clause 49 of listing agreement, initiatives for governing practices in India and drivers for the growth of corporate governance in India. This is a part of syllabus of the Business ethics of MBA.

1. Presented By:
Sakshi Garg
(18844)

2.  Corporate Governance refers to the way a
corporate entity is governed.
 It is interaction between various participants
such as shareholders, board of directors and
company’s management in shaping
corporation’s performance .
 Corporate Governance is about promoting
fairness, transparency and accountability in
the running of company.

3. “ Corporate Governance is the system by which
companies are directed and controlled”
- Cadbury Committee
“ Corporate Governance structure that specifies the
distribution of rights and responsibilities among
different participants in the corporation, such as
board, managers, shareholders and other
stakeholders, and spells out the rules and
procedures for making decisions on corporate
affairs.”
-Organization for Economic Cooperation and
Development (OECD)

4. Good Corporate Governance means that
the processes of disclosure and
transparency are followed so as to provide
regulators and shareholders as well as the
general public with precise and accurate
information about the financial, operational
and other aspects of the company.
Good Corporate Governance is voluntary
for the companies.

5.  Laid down by SEBI in the year 2000
 Monitors and regulates corporate governance
of listing companies in India
 Compulsory for companies to comply with its
provisions
 Now at present revised Clause 49, 2014 is
applicable.
 Applicable to all the listed companies
including banks and financial institutions to
the extent that it does not violates the
guidelines of regulatory authority.

6. Composition of board
Constitution of the audit committee
Audit committee
Remuneration of directors
Board procedures
Code of conduct
Whistle-Blower policy
Report on corporate governance

7. • Confederation of Indian Industry (CII) issued a “Desirable
Code of Corporate Governance”.
• SEBI formed a committee under the chairmanship of Kumar
Mangalam Birla.
Industry
Initiatives
• Various Companies are following good corporate
governance practices such as Infosys, HUL, Birla group ,
Wipro and so on.
• Clause 49 imposes various obligations on the corporates.
Corporate
Initiatives
• J.R.D Tata ran the Tata industrial empire professionally and
he ensured that Tata group follows the CG practices.
• N.R. Narayan Murthy ensured that Infosys follows CG
practices and Infosys gave detailed information and
guidance report in its annual report.
Individual
Initiatives

8. • RBI formed an advisory group on corporate governance that
submitted its report in 2001.
• Govt. issued directions to DFI to take full responsibility of CG in
companies where they have substantial stocks.
• Basel norms and core banking solutions (CBS)
Banks and
Corporate
Governance
• DCA formed a study group to study and recommend measures
to enhance corporate excellence in India.
• Recommendations viz. proper disclosures to shareholders and
investing community, transparent accounting and reporting and
so on.
• Established a center for Corporate Excellence.
Initiatives by
Department
of Company
Affairs (DCA)
• Revival of sick unit at early age of Financial sickness.
• Jurisdiction and power of winding up of works have been shifted
to NCLT.
• Competition Bill, 2002 was introduced .
Corporate
Restructuring

9. • DCA has set up SFO to investigate crimes
such as bribery by companies to get lucrative
deals .
• SFO will also investigate company Finances .
Establishment
of Serious
Fraud Office
• It is a trust with the objective of promoting
good corporate governance.
• To provide research and training in the field of
corporate governance.
Establishment
of National
Foundation of
Corporate
Governance
(NFCG)

10.  There is a phenomenal growth of corporate
governance in India. SEC commend Infosys
balance sheet as a role model to be followed by
US Companies.
 63 companies were short-listed for phenomenal
growth of conferment of the Govt. Award for
Excellence in corporate governance for period
1999 to 2001.
 Infosys and Reliance industries are among the 44
global strategic partners which have contributed
their expertise and resources for the Annual
Meeting of the World Economic Forum,2005.

11. Companies are realizing that their
companies need more financial and
human capital in order to grow.
Companies also understand that it is not
possible without transparency in their
functioning.
It is this realization which drives the
corporate governance in india.

12. Competition
New players’ professionalism
Foreign portfolio investors
Media influences
Influence of banks and financial institutions
Realization of the benefits of corporate
governance