Submitted to: Dr.

Janki Mistry
Presented by: Ahir Harsha
Patel Divya
Patel Jhanvi
Patel Krunal
Sutariya Tanvi
 Corporate governance is the system of rules, practices and processes by which a
firm is directed and controlled.
 Corporate governance essentially involves balancing the interests of a company's
stakeholders, such as shareholders, management, customers, suppliers, financiers,
government and the community.
 Board of Directors
 Audit Committee
 Shareholders’/Investors’ Grievance Committee
 Remuneration Committee
 Management Analysis
 Communication
 Agency Theory
 Stewardship Theory
 Stakeholder Theory
 Political Theory
 The CII Code
 Kumar Mangalam Birla Committee Report and clause 49
 Naresh Chandra Committtee Report
 Narayan Murthy Committee Report on Corporate Governance
 Transparency and Full Disclosure
 Accountability
 Equitable Treatment of Shareholders
 Self Evaluation
 Increasing Shareholders’ Wealth
 The Companies Acts 2013 has provisions concerning Independent Directors, Board Constitution,
General meetings, Board meetings, Board processes, Related Party Transactions, Audit
Committees, etc.
 SEBI (Securities and Exchange Board of India) Guidelines ensure the protection of investors and
have mandated the companies to adhere to the best practices mentioned in the guidelines.
 Accounting Standards issued by the ICAI (Institute of Chartered Accountants of India) wherein the
ICAI is an autonomous body and issues accounting standards. The disclosure of financial
statements is also made mandatory by the ICAI backed by the Companies Act 2013, Sec. 129.
 Standard Listing Agreement of Stock Exchanges applies to the companies whose shares are listed
on various stock exchanges.
 Secretarial Standards Issued by the ICSI (Institute of Company Secretaries of India) issues
standards on ‘Meetings of the board of Directors’, General Meetings’, etc.. The companies Act
2013 empowers this autonomous body to provide standards which each and every company is
required to adhere to so that they are not punished under the Companies Act itself.
 Ensures economic growth
 Maintains investors’ confidence
 Low cost of external financing
 Minimizes wastages, corruption, risks and mismanagement
 Helps in brand formation
 Organization is managed in way that fits the best interest of all stakeholders
 Board performance
 Independent Directors
 Accountability to Stakeholder
 Risk Management
 Privacy and Data Protection
 Corporate Social Responsibility
 The key aspects of their corporate governance practice are:
 Monitoring of executive and director compensation
 Providing autonomy to the Board
 Implementing rigorous disclosure and transparency norms
 The Bank believes in adopting and adhering to the best standards of
corporate governance to all the stakeholders. The Bank’s corporate governance is,
therefore based on the following principles:
 Appropriate composition, size of the Board and commitment to adequately
discharge its responsibilities and duties
 Transparency and independence in the functions of the Board
 Independent verification and assured integrity of financial reporting
 Adequate risk management and Internal Control
 Protection of shareholders’ rights and priority for investor relations
 Timely and accurate disclosure on all matters concerning operations and
performance of the Bank
 Satisfying the spirit of the law and not just the letter of the law

 Going beyond the law in upholding corporate governance standards

 Maintaining transparency and a high degree of disclosure levels

 Making a clear distinction between personal convenience and corporate resources

 Communicating externally in a truthful manner about how the company is run internally

 Complying with the laws in all the countries in which the company operates

 Having a simple and transparent corporate structure driven solely by business needs

 Embracing a trusteeship model in which the management is the trustee of the

shareholders' capital and not the owner
 Driving the business on the basis of the belief, 'when in doubt, disclose'
 Raising the bar on Corporate Governance Standards
https://www.livemint.com/Companies/nDEKIapeHB9LVpL31ivcCO/Raising-the-bar-
on-corporate-governance-standards.html

 Opinion: Corporate governance in family businesses

https://www.livemint.com/opinion/online-views/opinion-corporate-governance-in-
family-businesses-1551117458528.html

 ADX holds workshop on ‘Corporate Governance and Board of Directors’ Role’

http://www.mondovisione.com/media-and-resources/news/adx-holds-workshop-
on-corporate-governance-and-board-of-directors-role-to-r/
 Infosys says Kiran Mazumdar-Shaw sold 1,600 shares without pre-clearance
 Lead Independent Director Kiran Mazumdar Shaw had inadvertently through her
portfolio management services sold 1,600 shares of the company without obtaining
pre-clearance of trade.
 Following a review by the audit committee of the company's Board of Directors that
determined that there was a violation of the Infosys Insider Trading Policy and the
Prohibition of Insider Trading) Regulations, 2015, a penalty of Rs 9.5 lakh has been
imposed on Mazumdar-Shaw.
 The term ‘Business Ethics’ refers to the system of moral principles and rules of the
conduct applied to business. Business being a social organ shall not be conducted
in a way detrimental to the interests of the society and the business sector itself.

 Sources of Business Ethics

 Religion
 Culture
 Law
 Corresponds to Basic Human Needs
 Credibility in Public
 Credibility with the Employees
 Better Decision Making
 Profitability
 Protection of Society
 National Interest
 Equal opportunities employer
 Gifts and donations
 Government agencies
 Political non-alignment
 Health, safety and environment
 Quality of products and services
 Corporate citizenship
 Third party representation
 Group policies
 Ethical conduct
 Conflict of interest
 Securities transactions and confidential information