More Governance Less Government
   –how much Government should do?
   – Government to 
    • become a facilitator
    • allow  persons to manage their affairs diligently 
     and in transparent manner and
    • supervise  from a distance through rules and 
     regulations
  OECD Principles of Corporate Governance
  • the rights of shareholders,
  • The equitable treatment of shareholders,
  • The role of stakeholders in corporate 
   governance,
  • Disclosure and transparency and
  • The role of the board of directors.
         The Role of the Board
  • Board members to act with due diligence and 
   care in the best interest of the company.
  • Board to ensure compliance with applicable laws 
   and take into account the interest of stakeholders.
  • Board to carry out all key functions:
     • Reviewing corporate strategy, risk policy, budgets, business 
     plans and monitor performance.
     • Selecting, compensating key executives.
     • Monitor and manage potential conflict of interest of 
     management including misuse of corporate assets and 
     abuse of related party transactions
           Committees of the Board
    • Sec 177:   Audit Committee,
    • Sec 178(1): Nomination and Remuneration 
      Committee and
    • Sec 178(5) : Stakeholders Relationship 
      Committee.
  Board Committees under SEBI Regulations
  • the Securities and Exchange Board of India 
   (Listing Obligations and Disclosure 
   Requirements) Regulations, 2015 (issued on 2nd 
   September, 2015) applicable after the expiry of 
   90 days from 2nd September, 2015.
  • Committees of the Board:
    –Audit Committee
    –Nomination and Remuneration Committee
    –Stakeholders’ Relations Committee
    –Risk Management Committee