Mr. Yatish K Rajawat , Group Managing Editor -Dainik bhaskar group, Editor in Chief Business Bhaskar Presentation on "Corporate Governance : Roadmap to Corporate Excellence"

1. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Validictory address by Yatish K Rajawat Group Managing Editor, Dainik Bhaskar newspaper Group

2. “ Success in business does not require special gifts, special aptitude, or special training. Effectiveness as an executive demands doing certain—and fairly simple—things. It consists of a small number of things.” Excellence? Peter Drucker Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group

3. Why do you need How can you lay the foundations Speed is not importance, sustainability is. Governance? Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group

4. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Governance Excellence Reputation Customers demand Reliability Investors and Suppliers demand Credibility Employees demand Trustworthiness Communities demand Responsibility

5. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Why Governance: the tangible outcome Employees Customers Capital market Community News media Better talent for lower salaries Repeat purchases, builds market share Higher valuation, lower cost of capital Empathy during crises credible publicity vs “paid” advertising governance excellence reputation

6. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Think systems: a governance model for excellence How can a group of peers or friends, act as proxy public shareholders, see to it that the business achieves what it should (normally in terms of shareholder value) and avoids unacceptable situations and actions? Objective should be to build organization value beyond revenue and profits How can systems and policies be put in place so that the model is future proof. Build taxable profits, reinvestment model for the business, HR practices and financial practices.

7. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Board for your company The board is your alter ego it can be your mentor, your parent or friends A CEO or owner needs to define it as it can truly give direction not just help in getting business. The definition or choice of the people you put on board are as important as the business itself Your company will outlive you and will sustain your identity the board is the first foundation that you lay to ensure this. If you choose well you will grow well.

8. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Governance must enable excellence A governance model so that your board can: focus on the larger issues delegate with clarity control management's job without meddling rigorously evaluate the accomplishment of the organization truly lead the organization.

9. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Towards a workable model: Assumptions for future The company belongs to the future shareholders, not to the CEO or his family The board's prerogatives cannot be assumed or even defined by any subcomponent of the board, including the chairman. The board's job is fulfilled only if it properly defines expectations and demands achievement.

10. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Worried about today To begin with, the way you do business now will define the future trajectory of your growth Scrutiny and disclosures will only increase over time, not decrease Practices you encourage, people you attract now will determine where they will take you You cannot wash or rub away the past by deciding in the future that you want to build a different kind of an organization Future happens now

11. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group ENDS. MEANS. LIMITS advantages The board as a body tells the CEO what to achieve (ends) and what to avoid (unacceptable means) Evaluation, with such carefully stated expectations, is nothing more than seeking an answer to the question, "Have our expectations been met?“ No confusion about who is responsible to the board or for what board expectations they are responsible. Short of imprudent and unethical practices, what an organization does (the choice of the CEO—the Means) is allowed to be whatever will best serve what it is for (the choice of the board—the Ends).

12. Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Corporate Governance: Roadmap to Corporate Excellence 26 March 2011 Yatish Rajawat GME, DB Group Key takeways Governance should be seen as the enabler to sustainable excellence and reputation. Reputation has a tangible impact on the bottomline Governance must be owner-down not management-up. The ENDS. MEANS. LIMITS model ensures accountability, transparency, and objectivity, and lays out in clear terms the board-management equation. Preparing a governance roadmap is more a question of attitude not size or situation.

13. Thank you. Questions? Yatish K Rajawat [email_address] crafte Ubiquus