NARAYANA MURTHY CORPORATE GOVERNANCE COMMITTEE REPORT 2003

NARAYANA MURTHY CORPORATE GOVERNANCE COMMITTEE REPORT 2003

• 1.
  PRESENTED BY : BABYY 1ST M.COM Under the guidance of Sundar B. N. Asst. Prof. & Course Co-ordinator GFGCW, PG Studies in Commerce Holenarasipura
• 2.
   Introductions  NarayanMurthy Committee Report (2003)  Recommendations  Non Recommendations  Conclusion  Reference.
• 3.
  The CII Code(1998)  In December 1995 CII setup a task Force to design a country code of corporate governance.  The final draft of this code was widely circulated in 1997  The final draft of this code was widely circulated in 1997  In April 1998 the code was released. It was called describe corporate Governance: A Code Introduction :
• 4.
   The SEBIcommittee on corporate Governance was constituted under the chairmanship of Shri.N.R. Narayan Murthy. Chairman of Chief mentor of Infosys Technologies limited to i…. suggests measures to improve corporate governance standards.  The code was country contained detailed provision of toured on listed companies Narayan Murthy report on corporate Governance
• 5.
  Recommendation : • Mandatoryrecommendation • Non Mandatory recommendation
• 6.
  Mandatory Recommendations  AuditCommittee  Related party transactions.  Proceeds from initial public offering.  Risk Management  Code of conduct  Nominee Director  Compensation to non executive directors  Whistle blower policy
• 7.
  Audit Committee a. Financialstatements and draft audit report. b. Management discussions and analysis of financial condition result of operations. c. Management letters of internal control weaknesses issued by internal auditors. d. Records of related party transactions. Related party transaction • The statement disclosing the basis for various types of transactions entered into with related particle should be prepared & submitted for the information of the Audit committee. Proceeds from initial public offering • The Companies raising money through initial public offering should discourse to the audit committee the uses/application of funds under major heads on a quarterly basis. Risk management • Procedures should be in place to inform board members about the risk assessment & minimization procedures. • This document should be formally approved by the board.
• 8.
  Code of conduct Itwas suggested that there should be a written code of board members further there should be written code of conduct for senior risk financial personal including the CEO treasures & financial controlled. Nominee directors There shall be no nominee directors. If an organization wishes to appoints a directors on the board such appointment should be made by the share holders. Nominee of the government on public sector companies shall be similarly elected & shall be subject to the same responsibilities and liabilities as other directors. Compensation to non executive directors Compensation to non executive directors to be approved by the shareholders in general meeting. Whistle blower policy Whistle blower policy to be in place in a company. Personal to approach the audit committee.
• 9.
  Non- Mandatory Recommendation •Audit Qualification. • Training of board of directors. • Evaluation of board performance.
• 10.
   Audit Qualification:Companies should be encouraged to move towards a regime of unqualified financial statement.  Training of board of directors: Companies should be encourages to train their board members in the business.  Evaluation of board performance: The performance evaluation of the non- executive directors should be by a peer group comprising the entire board of directors.
• 11.
  CONCLUSION:  Strengthening ofCorporate governance frame work.  Higher transparency in the functioning of the Company.  Protection for whistle blower against termination or unjust treatment.
• 12.
  Reference : 1. Introductionto Narayan Murthy Committee (Retrieved http://enm.wiispesia.org ) Date :03/04/2021 2. Narayan Murthy Committee reports 2003 (Retrieved from https://www.slideshare.net ) Date: 03/04/2021