COMMITTEES ON CORPORATE

GOVERNANCE

By Gaurav Asthana
 What Is CG
• India, after the economic initiatives in1991,
the Govt. thought it fit to respond to the
developments taking placing the world over and
accordingly the initiatives recommended by
Cadbury Committee Report got prominence.
• Confederation of Indian Industry (CII), the
Associated Chambers of Commerce and Industry
(ASSOCHAM) and, the Securities and Exchange
Board of India (SEBI) constituted committees to
recommend initiatives in Corporate Governance.
 India CG
Code Securities and Exchange Board Circular Sub: Corporate Governance in
listed entities – Amendments to Clauses 35B and 49 of the Equity Listing
Agreement (2004, most recently revised April 2014; Clause 49 to be
effective October 1, 2014)
Issuing Securities and Exchange Board of India (“SEBI”)
Body
Legal Basis Mandatory with certain exceptions as to certain recommendations
and
Complianc
e
Objectives Make corporate governance framework more effective
Scope Listed companies with certain exceptions
Predominant Board Structure (listed companies): Unitary
 Corporate Governance Guidelines
• There shall be a separate section on Corporate
Governance in the Annual Reports of company, with a
detailed compliance report on Corporate Governance.
Non-compliance of any mandatory requirement of this
clause with reasons thereof and the extent to which
the non-mandatory requirements have been adopted
should be specifically highlighted. The suggested list of
items to be included in this report is given in Annexure
- XII to the Listing Agreement and list of non-
mandatory requirements is given in Annexure - XIII to
the Listing Agreement. (§ 49.X.A)

Legal Reference Anex Xii & Xiii

 Mandatory for publicly listed
companies
• Financial statements and draft audit report, including
quarterly / half-yearly financial information
• Management discussion and analysis of financial
condition
• Reports relating to compliance with laws and to risk
management
• Management letters of internal control weaknesses
issued
by statutory internal auditors
• Records of related party transactions
 COMMITTEES ON CORPORATE
GOVERNANCE
S. No. Committee Country Date of
Submission
1 Cadbury England 1992
2 King Committee South of Africa 1994 & 2002
3 CII India 1996
4 Hampel England 1998
5 Kumar Mangalam Birla India 2000
6 SEBI India 2000
7 Narayana Murty India 2003
Cadbury Committee Report on Corporate
Governance
• Published in December 1992
• In response to the occurrence of financial scandals
in the 1980’s involving UK listed Companies, which
led to a fall in investor confidence
• As in the Cadbury Code, the Greenbury Code
recommended the establishment of a Remuneration
Committee, comprising entirely of non-executive
directors, to determine the remuneration of the
executive directors. However, in terms of service
contracts, Greenbury recommended a maximum
notice period of 12 months rather than three years
as suggested by Cadbury.
 Cadbury Committee Recommendations
• retain full and effective control over the company
and monitor the executive management
• clearly accepted division of responsibilities
• no individual has unfettered powers of decision
• include non-executive Directors of sufficient Caliber
• an agreed procedure for Directors
• removal of Company Secretary should be a matter
for the Board as a whole
 King Committee report
• The King Report on Corporate Governance is
a ground-breaking code of corporate
governance in South Africa issued by the King
Committee on Corporate Governance. Three
reports were issued in 1994 (King I), 2002
(King II), and 2009 (King III). Compliance with
the King Reports is a requirement for
companies listed on the Johannesburg Stock
Exchange.
King Committee recommendations
• Board of directors makeup and mandate, including the role
of non-executive directors and guidance on the categories
of people who should make up the non-executive directors
• Appointments to the board and guidance on the maximum
term for executive directors
• Determination and disclosure of executive and non-
executive director’s remuneration
• Board meeting frequency
• Balanced annual reporting
• The requirement for effective auditing
• Affirmative action programs
 CII Confederation of Indian Industry
Committee
• The thrust of this report, therefore, is to
suggest certain voluntary recommendations
for industry to adopt.
• Good corporate governance involves a
commitment of a company to run its
businesses in a legal, ethical and transparent
manner - a dedication that must come from
the very top and permeate throughout the
organization.
 CII Recommendations
• No need for German style two-tiered board.
• For a listed company with turnover exceeding Rs 100 crores, if the
chairman is also the MD, at least half of the board should be independent
directors, else at least 30%.
• No single person should hold directorships in more than 10 listed
companies.
• Non-executive directors should be competent and active and have clearly
defined responsibilities like in the Audit committee.
• Directors should be paid a commission not exceeding 1% (3%) of net
profits for a company with (out) an MD over and above sitting fees. Stock
options may be considered too.
• Attendance record of directors should be made explicit at the time of re-
appointment. Those with less than 50% attendance shouldn’t be re-
appointed.
• Key information that must be presented to the board is listed in the code.
 Report of Hampel Committee on
Corporate Governance
• The Final report emphasised principles of good
governance rather than explicit rules
• The Hampel Committee was established in 1996 to
review and revise the earlier recommendations of
the Cadbury and Greenbury Committees.
• Hampel did not believe that directors’
remuneration should be a matter for shareholder
approval in general meeting.
 Hampel Recommendations
The recommendations of the following
Committees have been outlined as under:
• Cadbury Committee
• King Committee (CEO & MD Responsible)
• CII Committee (Conf. of Indian Industry)
• Hampel Committee
• Naresh Chandra Committee
 Kumara Managalam Birla Committee
Report on Corporate Governance
• on 7 May 1999, with 18 members under the
chairmanship of Kumar Mangalam Birla with a
view to promoting and raising the standards
of corporate governance.
• continuous disclosure of material information
• draft a code of corporate best practices
• safeguards to deal with insider information
and insider trading.
 Birla Committee’s recommendations
Mandatory Recommendations:
• Applicability
• Board of Directors
• Audit Committee
• Remuneration Committee
• Board Procedures
• Management
• Shareholders
Non-mandatory Recommendations:
• Chairman of the Board
102
• Remuneration Committee
• Shareholders’ rights
• Postal ballot
 SEBI CG Report
• This clause is a recent addition to the Listing
Agreement and was inserted as late as 2000
consequent to the recommendations of the
Kumarmangalam Birla Committee on
Corporate Governance constituted by the
Securities Exchange Board of India (SEBI) in
1999.
 SEBI Recommendations
• at least 50 per cent of the board should comprise
independent directors
• In corporate hierarchy two types of managements are
envisaged
• i) managed by Board of Directors ii) Managing Director.
• Clause 49 requires all companies to submit a quarterly
compliance report to stock exchange in the prescribed
form.
• directors is required to be "financially literate“
• Mandatory certificate either from auditors or
practicing company secretaries
 Narayana Murthy committee report
• NARAYAN MURTHY reports were submitted to
SEBI, It praised him by saying, "The suggestion
contained in the Narayana Murthy Committee’s
report is more elaborate and this would
encourage a meaningful discussion at the board
level periodically and the company will have the
benefit of advice from board members.”
• SEBI issued a circular dated August 26, 2003 to all
the stock exchanges in this regard.
 Narayana Murthy committee
recommendations
• Training of board members suggested.
• There shall be no nominee directors. All directors to be elected by shareholders
with same responsibilities and accountabilities.
• Non-executive director compensation to be fixed by board and ratified by
shareholders and reported. Stock options should be vested at least a year after
their retirement. Independent directors should be treated the same way as non-
executive directors.
• The board should be informed every quarter of business risk and risk management
strategies.
• Boards of subsidiaries should follow similar composition rules as that of parent
and should have at least one independent directors of the parent company.
• The Board report of a parent company should have access to minutes of board
meeting in subsidiaries and should affirm reviewing its affairs.
• Performance evaluation of non-executive directors by all his fellow Board
members should inform a re-appointment decision.
• While independent and non-executive directors should enjoy some protection
from civil and criminal litigation, they may be held responsible of the legal
compliance in the company’s affairs.
 Differentiation
Committ Cadbury King CII Hampel Kumar SEBI Narayana
ee Commit Mangala Murty
tee m Birla

Country England South of India England India India India

Africa
Nature Legal co-exists Voluntary Legal Voluntary Legal Voluntary
OECD With JSE OECD

Code Sarbanes- King 1 Sarbanes Internal Audit Audit

Oxley -Oxley Check
Remuner 12 months Determi commissi 1 to 3 Committ Company
ation nation on years ee Act 2013
Director Stakeholde Nominat Non Share
Choosen r interests ion Mandato Holder’s
ry vote