E Newsletter

Corporate Governance

Issue# 3 (October – December 2008)

 

"…….…Corporate Governance deals with laws, procedures, practices and implicit rules that determine a company's ability to take informed managerial decisions vis-avias its claimants – in particular, its shareholders, creditors, customers, the State and employees"

-CII Desirable Corporate Governance Code., April 1998

Editorial Board

  • Mr Vijay Kapur, Director, ICAI,
  • Mr Balwant Kulkarni, Director, ICSI;
  • Prof Sanjay Sehgal, Head, Dept. of Financial Studies, University of Delhi South Campus.

Inside

Corporate Governance Updates

Finnish Corporate Governance Code 2008

Finnish Corporate Governance Code was published on October 20, 2008. The code is applicable to the listed companies. It aims to harmonize the practices followed by listed companies and the information available to shareholder and other investors and also improve the transparency of administrative bodies, management remuneration, etc. The code provides an overall picture of Central principles of the Corporate Governance system of Finish listed companies. As the corporate governance system of Finnish listed companies is based on Finnish legislation, this code complements the existing statutory procedures.

For more details, please refer to:

click here....

Sovereign Wealth Funds: Generally Accepted Principles and Practices (GAPP) - Santiago Principles

The International Working Group of Sovereign Wealth Funds (IWG) presented the Generally Accepted Principles and Practices (GAPP) - Santiago Principles to the International Monetary Fund's policy-guiding International Monetary and Financial Committee on October 11, 2008. The IWG made public the set of 24 voluntary Principles and related explanatory material and announced it has established a Formation Committee to explore the creation of a Standing Group of Sovereign Wealth Funds

For the Principles, please refer to::

click here....

Key Agreed Principles to Strengthen Corporate Governance for U.S. Publicly Traded Companies

The National Association of Corporate Directors (NACD), US have in October 2008 created a set of Key Agreed Principles to serve as a framework for strengthening governance for U.S. publicly traded companies. These principles aims to encourage boards, managers, and shareholders to eschew a check-the-box approach in favor of thoughtful governance, tailored by boards themselves to their particular circumstances and embraced by all stakeholders. They are grounded in the common interest of shareholders boards and management teams in the corporate objectives of long-term value creation (through ethical and legal means) the accountability of management to the board and ultimately the accountability of the board to shareholders for such long-term value creation.

For the Policy, please refer to::

click here....

Aberdeen Corporate Governance Principles

In November 2008, Aberdeen Asset Management published its new Aberdeen Corporate Governance Principles. These principles provided framework for investment analysis, shareholder engagement and proxy voting for companies worldwide. The principle combines international best practice with an understanding of the economic legal and cultural context of each company. The main text of the principles is supplemented with specific examples from around the world that further illustrate many of the most important or topical issues.

For more details, please refer to:

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Revised Dutch Corporate Governance Code

On the 6th of December 2004, the Minister of Finance, the Minister of Justice and the State Secretary of Economic Affairs installed the Dutch Corporate Governance Code Monitoring Committee. The Monitoring Committee's terms of reference were:

  • to monitor the operation of the Dutch Corporate Governance Code and its implementation by listed companies and shareholders;
  • to keep under review national and international developments in corporate governance generally, reflecting the Monitoring Committee's objective of promoting the use and topicality of the Code;
  • to indicate whether there is any gap or indistinctness in the Code.

On 4th June 2008, the Committee made proposals for amendments to the Code in relation to management board remuneration, diversity in the composition of the supervisory board, shareholder responsibility and the role of the management and supervisory boards in takeovers. On Dec 10, 2008, the Monitoring Committee presented the revised Dutch Corporate Governance Code.

For amended German Corporate Governance Code, please refer to::

click here....

Third HSCI Corporate Governance Review 2008 (December 2008)

The third annual review of the Corporate Governance practices of the Companies that constitutes HSCI was conducted by Grant Thornton and they came out with the report called the Corporate Governance Review 2008. The report states that the recent economic crisis is a strong argument that global corporate governance guidelines are generally insufficient and the companies should be review their practices and monitor their strengths and weaknesses on a regular basis. Overall, the report states that compliance is improving, with the compliance rate of HSCI companies increasing to 62%. However, it adds that companies still lag far behind expectations in many areas, including low level of independence on a company's board or committees and lack of an overall strategy for organizational risk management.

For the draft of a principles-based standard, please refer to::

click here....

IFC Family Business Governance Handbook

International Finance Corporation (IFC) has in December 2008 published a new book - IFC, Family Business Governance Handbook. The Handbook recommends ways to help family businesses improve their sustainability by establishing good governance practices. It highlights corporate governance challenges facing family businesses and proposes structures and practices that can help mitigate them.

For the DVCA's report, please refer to::

click here....

An Update for Directors of Listed Companies: Going Concern and Liquidity Risk

The Financial Reporting Council published an update for directors of listed companies; going concern and liquidity risk in November 2008. The update brings together the requirements on directors to comment on going concern and liquidity risk in annual reports and accounts, in the light of the significant economic difficulties that were being experienced in the latter half of 2008. The update addresses the requirements of International Financial Reporting Standards, UK Generally Accepted Accounting Principles, the Listing rules of the Financial Services Authority, the 1994 Guidance for directors, The Companies Act 2006 and its requirements about the content of a Business Review in relation to December 2008 year ends. The update may also be useful for directors of unlisted companies.

For more details, please refer to::

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Challenges for Audit Committees arising from current economic conditions

The Financial Reporting Council published Challenges for audit committees arising from current economic conditions in November 2008. The purpose of the document is to assist audit committees by identifying key questions that they may need to consider when preparing for December 2008 year end annual reports and accounts in the light of economic conditions present in the latter half of 2008. In addition to going concern and liquidity risk issues, the publication addresses year end planning, reliance on models for year end cash flow and valuation information and significant accounting and reporting judgments. The publication followed a similar document issued in December 2007, which addresses the difficulties then existing with a specific emphasis on financial services businesses.

For Small Business Act, please refer to ::

click here....

FRC Guidance on Audit Committees

The FRC Guidance on Audit Committees (formerly known as the Smith Guidance) was first published in 2003 and updated in 2005. It is intended to assist company boards when implementing the sections of the Combined Code on Corporate Governance dealing with audit committees and to assist directors serving on audit committees in carrying out their role.

A new edition of the guidance was issued in October 2008. A limited number of changes have been made to implement some of the recommendations of the Market Participants Group (MPG), which was established to provide advice to the Financial Reporting Council on market-led actions to mitigate the risk that could arise in the event of one of more of the Big Four audit firms leaving the market.

For details on the proposal , please refer to:

click here....

Corporate Laws Updates

The Investor Education and Protection Fund (Awareness and Protection of Investors) (Amendment) Rules, 2008 (Notification GSR 787(E) dated 14.11.2008)

In exercise of the powers conferred by sub- section (1) of section 642 read with section 610B of the companies Act, 1956 (1 of 1956), and sub- section (3) of section 205C of the companies Act, 1956, (1 of 1956) the Central Government hereby made the following rules to amend the Investor Education and protection Fund (Awareness and Protection of Investors) Rules 2001 namely:

  • These rules may be called the Investor Education and Protection Fund (Awareness and Protection of Investors) (Amendment) Rules, 2008
  • The rules shall come into force from 7th December 2008.
  • The Form 1, prescribed under the Rule 3 of the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules 2001 has been substituted via the aforesaid Amendment Rules, 2008.

    For more details, please refer to:

    click here....
    The Companies (Central Governments) General Rules and Forms (Second Amendment) Rules, 2008. (Notification GSR 788(E) dated 14.11.2008)

    In exercise of the powers conferred by sub section (1) of section 642 read with section 610B of the companies Act 1956(1 of 1956) the Central Government hereby makes the following rules to amend the Companies (Central Government’s) General Rules and Forms 1956 namely:-

  • These rules may be called the Companies (Central Government's) General Rules and Forms (Second Amendment) Rules, 2008
  • The rules shall come into force from 7th December 2008.
  • The Form IB, 4, 4C, 18, 22 and 32 prescribed under the Companies (Central Government's) General Rules and Forms 1956 have been revised via the aforesaid Amendment Rules, 2008.

    For more details, please refer to:

    click here....
    The Competition Commission of India (Return on Measures for the promotion of competition Advocacy Awareness and Training on competition issues) Rules 2008 (Notification GSR 727(E) dated 10.11.2008)

    In exercise of the powers conferred by clause (I) of sub section (2) of the section 63 read with sub section (1) of section 53 of the Competition Act 2002 (Act 12 0f 2003) the Central Government hereby makes the following rules namely: - Short title and commencement.

  • These Rules may be called the Competition Commission of India (Return on Measures for the promotion of Competition Advocacy Awareness and Training on Competition issues) Rules, 2008.
  • These rules shall come into force from the date of their publication in the official Gazette.
  • Explanatory Memorandum Review of Schedule VI to the Companies Act, 1956 for Suggestions and Comments.

    In pursuance of the policy adopted by the Government to enable convergence with IFRS, the Govt. notified the Companies (Accounting Standards) Rules, 2006 under the Companies Act, 1956. It was now felt the need to harmonize and synchronize the general disclosure requirements under the Schedule VI with those prescribed in the Accounting Standards. As such the concepts for revision of schedule VI, the method adopted in determining the form of balance sheet, profit and loss account and cash flow statement, the draft revised Schedule VI (for Companies other the Small and Medium Companies) and new Saral Schedule VI (for Small and Medium Companies) along with concepts and methodology, etc. have been prepared and hosted in the Ministry's website for public suggestions/ comments.

    For more details, please refer to:

    click here....
    LLP Concept Rules and Forms for Suggestions and Comments

    In order to enable the comprehensive framework for regulation of LLPs to be viewed by stakeholder, the Concept Rules and Forms have been drafted. This would also help the Government to finalizes the relevant subordinate legislation expeditiously. The LLP concept rules and forms i.e. Limited Liability Partnership Rules and Forms 2008, have been hosted in the Ministry’s website for public suggestions/ comments.

    For more details, please refer to:

    click here....
    The Companies (Central Government's) General Rules and Forms (Third Amendment) Rules, 2008 (Notification GSR 824(E) dated 28.11.2008)

    In exercise of the powers conferred by sub- section (1) of section 643 read with section 610B of the Companies Act 19556 (1 of 1956) the Central government hereby makes the following rules to amend the Companies (Central Government's) General Rules and Forms, 1956 namely:-

  • These rules may be called the companies (Central Government's) General Rules and Forms (Third Amendment) Rules, 2008.
  • These rules shall come into force from 11th January, 2009.
  • The Form 23B prescribed under the Companies (Central Government's) General Rules and Forms 1956 has been revised via the aforesaid Amendment Rules, 2008.

    For more details, please refer to:

    click here....
    The Companies (Central Government's) General Rules and Forms (Fourth Amendment) Rules, 2008. (Notification GSR 835(E) dated 04.12.2008)

    In exercise of the powers conferred by clauses (2) and (b) of sub section (1) of section 642 of the Companies Act 1956 (1 of1956), the Central Government hereby makes the following rules to amend the Companies (Central Government's) General Rules and forms, 1956 namely:

  • These rules may be called the companies (Central Governments) General Rules and Forms (Fourth Amendment Rules 2008.
  • They shall come into force a on the date of their publication in the official Gazette.
  • The amendment is in form of insertion to Rule 16 (1) (5) of the Companies (Central Government's) General Rules and Forms 1956.

    For more details, please refer to:

    click here....
    Authorization of Officer in SIFO for certain Acts (Notification GSR 833(E) dated 04.12.2008)

    In exercise of the powers conferred by sub-section (1) of section 621 of the companies Act 1956(1 of 1956) the Central Government hereby authorizes Smt. Sunita V Langstieh, Senior Asst. Director of the Serious Fraud Investigation Officer (SFIO) Ministry of Corporate Affairs to file and conduct prosecution under the Companies Act 1956.

    Authorization of Officer in SIFO for certain Acts (Notification GSR 834(E) dated 04.12.2008)

    In exercise of the powers conferred by sub-section (1) of section 621 of the companies Act 1956(1 of 1956) the Central Government hereby authorizes Shri Sonjoy Banerjee, Assistant Director and Shri N K Chaudhary, Assistant Director of the Serious Fraud Investigation Officer Ministry of Corporate Affairs for the purpose of that sub section in respect of offences punishable under the said Act.

    The Competition Commission of India (Form and Time of Preparation of Annual Report) Rules 2008 (Notification GSR 808(E) dated 21.11.2008)
    1. 1.Short title and commencement
  • These rules may be called the competition commission of India (Form and Time of preparation of Annual Report) Rules, 2008.
  • They shall come into force from the date of their publication in the official Gazette.
  • The Companies (Central Government's) General Rules and Forms (Fifth Amendment) Rules, 2008. (Notification GSR 868(E) dated 22.12.2008)

    In exercise of the powers conferred by sub section (1) of section 642 read with section 610B of the companies Act 1956(1 of 1956) the Central Government hereby makes the following rules to amend the Companies (Central Government's) General Rules and Forms 1956 namely:-

  • These rules may be called the Companies (Central Government’s) General Rules and Forms (Fifth Amendment) Rules, 2008
  • The rules shall come into force from 11th December 2008.
  • The Form I, 1A, 2 and 5 prescribed under the Companies (Central Government's) General Rules and Forms 1956 have been revised via the aforesaid Amendment Rules, 2008.

    For more details, please refer to:

    click here....
    The Companies (Central Government's) General Rules and Forms (Sixth Amendment) Rules, 2008. (Notification GSR 872(E) dated 23.12.2008)

    In exercise of the powers conferred by sub section (1) of section 642 read with section 610B of the companies Act 1956(1 of 1956) the Central Government hereby makes the following rules to amend the Companies (Central Government's) General Rules and Forms 1956 namely:-

  • These rules may be called the Companies (Central Government's) General Rules and Forms (Sixth Amendment) Rules, 2008
  • The rules shall come into force from 15th February 2009.
  • The Form 21&23) prescribed under the Companies (Central Government's) General Rules and Forms 1956 have been revised via the aforesaid Amendment Rules, 2008.

    For more details, please refer to:

    click here....
    The Companies (Central Government's) General Rules and Forms (Seventh Amendment) Rules, 2008. (Notification GSR 876(E) dated 24.12.2008)

    In exercise of the powers conferred by sub section (1) of section 642 read with section 610B of the companies Act 1956(1 of 1956) the Central Government hereby makes the following rules to amend the Companies (Central Government's) General Rules and Forms 1956 namely:-

  • These rules may be called the Companies (Central Government's) General Rules and Forms (Seventh Amendment) Rules, 2008
  • The rules shall come into force from 15th February 2009.
  • The aforesaid Amendment Rules, 2008 introduced new Form 67 for Addendum.

    For more details, please refer to:

    click here....
    Companies (Amendment) Regulations 2008 (Notification GSR 888(E) dated 24.12.2008)

    In exercise of the powers conferred by sub section (5) and (8) of section 25 and sub-section (2) of section 609 read with section 610A, 610B and 610E of the Companies Act 1956 (1 of 1956) the Central Government hereby makes the following regulations further to amend the Companies Regulations, 1956 namely:-

  • These regulation may be called the Companies (Amendment) Regulation, 2008
  • The rules shall come into force from 15th February 2009.
  • The regulation 17 of the Companies Regulations, 1956 has been revised via the aforesaid Amendment Regulation 2008.

    For more details, please refer to:

    click here....
    Concept LLP (Winding up and Dissolution) Rules 2008

    In order to enable the comprehensive framework for regulation of LLPs to be viewed by stakeholder, the Concept Rules and Bill to be view together. Accordingly the LLP Concept Rules and e-Forms were drafted. The concept LLP (Winding up and Dissolution) Rules has also been drafted and hosted at MCA website for public comments. Keeping in view the provision of Clause 63 to 65 of LLP Bill 2008, the Concept rule proposes the regulation of winding up and dissolution of LLPs through National Company Law Tribunal, etc.

    For more details, please refer to:

    click here....
    The Companies Bill, 2008

    The Companies Bill, 2008 has been drafted after taking into account the recommendations of the said expert committee, under the Chairmanship of Dr. J J Irani and deliberations on critical issues between various Ministries, Departments, Regulatory Authorities & the professional bodies. The Bill comprising of 426 clauses was introduced in Lok Sabha by Mr Prem Chand Gupta, the Hon'ble Minister of Corporate Affairs on 23rd October, 2008. The bill has proposed some far reaching changes in the statutory and regulatory framework for corporate entities and once it is enacted, it will replace the existing Companies Act, 1956 in too.

    For more details, please refer to:

    click here....

First Person

"3rd Sustainability Summit: Asia 2008"
"Competitive Redefined"
Address by
Mr. Somnath Chatterjee
Hon'ble Speaker, Lok Sabha
 

It gives me immense pleasure to be amidst you all at the '3rd Sustainability Summit: Asia 2008'. I am grateful to Shri Y C Deveshwar, Chairman, CII-ITC Centre of Excellence for Sustainable Development Advisory Council, for his initiative and leadership in organizing this Summit and for giving me the opportunity to associates myself with this event. I greatly appreciate the vision and the concerted efforts of all those spearheading the CII-ITC Centre of Excellence for Sustainability Development (CESD) to develop the requisite capability among Indian Industry by taking several pro-active measures to promote the process of sustainable development while retaining its competitiveness.

The goal of sustainability is of special significance to us in view of the prevalence of large-scale deprivation and inequality in access to developmental benefits, more likely to intensify in the context of the current financial crisis which has, in fact, brought in sharper focus the question of sustainability vis-à-vis our developmental priorities and strategies. I sincerely hope that the Summit will provide solution for maintaining compatibility between material progress and the sustainability of development – social, economic and environmental. The spectra of climate change is looming large over the world and its effect have also started impacting on our social, economic ad environmental spheres. Shrinking of glaciers and melting of ice-sheets have posed a serious threat to human settlement. Seasonal and terrestrial ecosystem changes have resulted in inequitable water distribution and affected rainfall patterns, hampering agricultural productivity. Besides, many new water-borne and vector-borne infections have started emerging, posing new challenges to our health-care preparedness. Above al, it has made a dent on our bio-diversity, the essence of the sustenance of our ecosystem.

If we have perpetual and a life of inhuman existence, industrialization and urbanization will have to be seen from the perspective of human concerns. The challenge is to find development strategies that improve the living standards, create employment and promoted opportunities and which, at the same time, are environment friendly. Regrettably, the developed world has failed in its commitment to transfer green technology and additional finance to the developing countries. In such a scenario, we have to find the most appropriate technology that can make development possible while promoting and preserving the environment.

India has proven competence for business model innovation in health, telecom and small-scale products and services. Moving this to the global marketplace could gain enormous competitive advantage to Indian companies. The transition will require radical transformation of the strategies of the corporate world with lot more farsightedness and unraveling the untapped markets existing in different challenges. There are many companies, which have generated business from 'waste to wealth' concept. Then there are some who have found a market by providing rechargeable solar LED lamps, an affordable and durable solution to a long-standing issue and replace and replacing traditional kerosene-based lamps that are polluting and hugely inefficient. Around two billion people around the world are using kerosene. That's 20% of the global lighting costs, delivering 0.2% of the output. In Kerala, they have packaged Ayurveda and Tourism and created an industry which providing employments to many people.

Accordingly to the Task Force report of the Ministry of Non-Conventional Energy Resources, India produces, in its talukas, 400million tons/ year of agricultural residue, which can produce 53000 MW of power. Even if half of this is possible, coupled with the large-scale wind energy production, which holds a potential of 45000 MW, India can develop into an energy secure nation. Less than 40% of the households in India have tap water connections, which again is a chance for the business to reach 600 million people. Investment potential for decentralization water purification system, itself, exceeds US $ 10 billion. There are enormous opportunities for contributing towards building a dependable health-care infrastructure for our people. All these have to be accomplished with innovation in strategy, in planning, in processes, in designing and in delivery, without ignoring the environmental sensibilities and, above all, with sincere commitment to the people's causes.

Mahatma Gandhi, has once observed, 'Earth provides enough to satisfy every man's need, but not every man's greed'. The motto of meeting the needs of the present without compromising the ability of future generations to meet their own needs should guide us in our developmental activities. The traditional business management theory that there is only one responsibility of business: to use its profits' needs to be given an urgent rethink and an overhaul. The paradigm of development and economic growth needs to be transformed, keeping in mind the ecological concerns and value-laden business practices Despite all the encouraging talks about economic growth the averaged about 6 per cent annually, across the Asia-Pacific region in recent years, it is indeed an unpalatable fact that millions of people still live in absolute poverty, surviving on less than one dollar a day. A study conducted by the Asian Development Bank has pointed out that the rich are getting richer and faster, than the poor in the developing Asia as disparities in standards of living continue to widen in this one of the most dynamic regions in the world. The ADB report has expressed fear that in societies where wealth is concentrated in the hands of a few, there is danger of policy levers being captured by the rich for their own benefit and a weakening of the institutional foundations of the growth and weakening of the institutional foundations of the growth process. These findings may further aggravate due to the forecast of recession in advanced economies and the slow growth rate in the Asian nations due to global meltdown Friends, India, with a billion-plus population, are endowed with a vast reservoir of resources – natural and human- and are steadily moving into the world domain as a major economic and political force. Nonetheless, we have many challenges to reckon with, both on the domestic and the international fronts. Amidst all the talks of high economic growth, rapid industrialization and phenomenal scientific progress, including the Mission to Moon, we are besieged with the problems of poverty, poverty-induced social hazards, food insecurity, water-conflicts, energy shortage, unemployment, lack of healthcare facilities, inadequate infrastructure, unbalanced social, economic and political growth, environmental degradation, etc. Notwithstanding all the plans and programmes initiated in the aftermath of Independence with a view to ameliorating the lot of our people, we still have 26 per cent of our population living below the poverty line and rank 127th in the World Human Development Index. We are already becoming the world's third largest source of greenhouse gases. Some of the Indian cities are among the most polluted in the world today. While these are some of the domestic challenges, issues such as climate change, the menace of global terrorism and financial crisis are adding to the trouble with varying but significant impact on the country's development. The imbalance in the economy has to be corrected if India has to truly become an important player in world affairs. We can turn these challenges into remarkable opportunities, if the country as a whole work together, discarding the ways of negative and confrontational politics, to achieve sustainable development, ensuring ecological efficiency and broadly inclusive growth.

As a vital component of the society, the corporate world, which is immensely benefited by the former, is under obligation to give back to the society its due. Our entrepreneurs in both the corporate organizations and in their individual capacities should turn these challenges into opportunities by meticulously making use of their vision, innovation, state-of-the-art technology and perseverance. They should imbibe the principle of corporate social responsibility (CSR) and fulfill their obligation towards the people. Beside, there is an urgent need to have a re-look at business competitiveness which, even while enhancing its profitability and shareholders’ values, creating wealth and pursuing opportunities for growth, can also ensure the sustainability of business itself from all other angles as has been proved by the ITC Limited. As an Indian, I am proud to know that the ITC is an 'carbon positive' and 'water positive' company, besides being able to achieve 100 per cent recycling of solid waste in many of its operations and I sincerely compliment both the management and the employees of the ITC for their splendid achievements and contribution to sustainability development.

I hope and trust that all the stakeholders in our national life – the Government, Corporate houses, individual entrepreneurs, members of the civil society, and the people in general, will come forward in promoting sustainability development. This calls for a new perception of competitiveness that can create the possibility for sustainability development and long-lasting competitiveness. The corporate houses should associate themselves with programmes like 'social forestry', eco-tourism, and promote the use of bio-diesel among our common people and entrepreneurs. They should commit themselves to green technology by complying with the norms of 'water positive', 'carbon-positive' and almost absolute recycling of solid waste contents. They can bank upon the unconventional sources of energy like solar energy, wind energy, ocean energy, bio-gas energy, etc. in undertaking their industrial activities.

The parliament and government will have to continue to make every possible endeavour to promote economic growth while sustaining the ecology. Today we have in place a National Action Plan on Climate Change, focusing attention on eight priority National Missions namely solar energy, enhanced energy efficiency, sustainable habitat, conserving water, sustaining the Himalayan eco-system, a "Green India", sustainable agriculture and strategic knowledge platform for climate change. Environmental considerations are increasingly being integrated into the planning, designing and implementation of our development programmes.

I would like to share with this distinguished gathering some of the developments in this regard at the parliamentary level. Our Parliament, as the highest deliberative and legislative body, has been giving serious attention to this problem and only last year the Lok Sabha has about four and a half hour long debate on global warming. Our Parliament’s Departmentally Related Standing Committee on Science and Technology and Environment and Forests has been constantly evaluating the functioning of the Ministries concerned. I have also taken several initiatives to make our selected representatives more aware of the imperative of ecological conservation and sustainable development. I have constituted a Parliamentary Forum on Global Warming and Climate Change and another one on Water Conservation and Management, besides the Forum on Youth, Forum on Children and Forum on Population and Public Health with a view to equipping the Members of Parliament with adequate information and knowledge about issues and developments in these vital areas. We have been organizing Lectures by subject experts on topical interest for the benefit of the Members since 2005. The Lectures by global environmental activists like the former US Vice-President and Nobel Laureate Mr. Al Gore, Dr. R K Pachauri and Dr. Sunita Narayan, among others, were indeed, eye-openers to the gravity of the challenges that the world community is facing on the environmental front today. I am happy to say that water harvesting and water conservation systems have been put in place in Parliament Complex as well as at my official residence. These measure have, no doubt, gone a long way in sensitizing the members of Parliament on the imperative of sustainable development.

Friend, today we have an opportunity to be the world leader in the movement for ensuring competitive and sustainable development, drawing the rest of the world – including the developed part – into this process of transition in the developmental path, helping to create a mutually profitable relationship between countries in this endeavour. India's vast resources and potential for the sustainability market can be utilized to achieve this objective.

As we struggle to provide a better standard of living to our people, our commitment to protect environment remains as strong as before. The 21st Century is being hailed as an Asian century and India is poise to be one of the robust engines of growth and a leading player in the emerging global economic and political order. It speaks of our sincerity and commitment that despite our developmental imperatives, we have pledged that our per capita Green House emissions will not exceed the per capita GHG emissions of the developed countries. We must work together to make growth inclusive and both the public and private sectors must build a partnership to find out new economic activities and industries enterprises to generate employment opportunities that do not overlook or bypass the poor. I am sure, the CESD, in concert with India Incorporated, civil society groups and individual entrepreneurs will continue its effort ceaselessly in maintaining a fine balance between material progress and sustainability of natural resources, a challenging but rewarding responsibility. I am glad you have chosen to spend two days at this thought-provoking Summit. The corporate world should use this opportunity to comprehend and deliberate how you, as part of the world's largest and most vibrant democracy, could play a leadership role in the radical transformation to sustainability.

I would like to once again express my thanks to Shri Y C Deveshwar for giving me the opportunity to share some of my view on such a vital issue having bearing on our people and our environment. I also compliment the Organizers of this Summit who have taken so much care to make this event a great success.

Thank you.

Edited transcript of the Address by Mr. Somnath Chatterjee, Hon'ble Speaker, Lok Sabha at 'the 3rd Sustainability Summit: Asia 2008 "Competitiveness Redefined" organized by CII in partnership with NFCG on December 11-12, 2008 in New Delhi

NFCG Initiatives

The following initiatives were undertaken by NFCG towards promoting Corporate Governance (Oct –Dec 2008): - -

(A) EVENTS ORGANIZED BY / UNDER THE AEGIS OF NFCG
Conference on Globalization, Corporate Leadership and Inclusive Growth – An Indian Agenda for Global Knowledge & Local implementation

CII in partnership with IICA-EVIAN-IMD under the aegis of NFCG organized the conference on Globalization, Corporate Leadership and Inclusive Growth – An Indian Agenda for Global Knowledge & Local implementation on October 20-21, 2008 at New Delhi. The conference highlighted some of the Private Sectors Initiatives in India Inc's endeavor towards Incusive Growth.

Conference in Globalization Corporate Leadership and Inclusive Growth.

Asian Business Dialogue on Corporate Governance 2008 - “Corporate Governance in India and Asia: What Comes Next?

Asian Corporate Governance Association (ACGA) in partnership with NFCG organized the Asian Business Dialogue on Corporate Governance 2008 - "Corporate Governance in India and Asia: What Comes Next?" on November 5, 2008 at Mumbai. The conference facilitated dialogue on timely and significant corporate governance issues in Asia. It not only to provided delegates with a deeper understanding of corporate governance developments in particular markets or sectors in Asia, but to give them some practical ideas that they can take away and use in their own organizations.

Asian Business Dialogue on Corporate Governance 2008-“ Corporate Governance in India and Asia: What Comes Next?

3rd Sustainability Summit: "Competitiveness Redefined"

CII in partnership with NFCG organized the 3rd Sustainability Summit: Asia 2008- "Competitiveness Redefined" on December 11-12 2008 at New Delhi. The Summit brought together business, government and civil society (thinkers and practitioners) together to debate and deliberate on sustainability challenges and opportunities facing various stakeholders and conversion of these deliberations into action.

3rd Sustainability Summit: Asia 2008 "Competitiveness Redefined"

National Moot Court Competition on Corporate Governance

National Law School of India University, Bangalore (NLSIU) in partnership with NFCG organized the National Moot Court Competition on Corporate Governance on December 12-14, 2008 at Bangalore. The competition had participation of students from leading law colleges of the country. ICSI (Ahmd) and ICAI (Bangalore) The competition provided platform for the students to present their arguments for and against, in a court room set-up, on compliance of Corporate Governance norms by the company in an illustrated case.

National Moot Court Competition on Corporate Governance

Workshop on Directors Liabilities for Legal Non-Compliance

CII in partnership with NFCG organized two Workshops on Directors Liabilities for Legal Non-Compliance on December 12 2008 and December 18, 2009 at Bhubaneswar and Pune respectively. The Workshops focused on case studies on legal non-compliance, consequent liabilities to companies and the systems that need to be in place to protect interest of the Directors and Senior Management.

Conference on Improving Audit Committee functions for Better Corporate Governance

Symbiosis Institute of Management Studies (SIMS) in partnership with NFCG organized the conference on Improving Audit Committee functions for Better Corporate Governance on December 19, 2008 at Pune. The main issues which the conference covered were – How improve the evaluation plan for better recommendation; how to improve the quality of reference to the auditors for better reporting and avoid frauds; how to enhance governance standard; How to improve accounting format for better disclosure and analysis of cash flow for optimum utilization of meeting the objectives of the company, etc.

Seminar on Corporate Governance

The Institute of Chartered Accountants of India (ICAI) in partnership with NFCG organized half day Seminar on Corporate Governance on December 24, 2008 at Kanpur. The theme of Seminar was – Corporate Governance in India A renewed challenge. The seminar provide a platform for deliberation on issues like Roles of Regulators and Board for further improving Corporate Governance practices in India; Harmonizing the requirements of Clause 49 and Companies Act; and Global melt down and financial turmoil role of professionals to restore confidence and strengthen control mechanism.

National Seminar on Corporate Governance – 'Corporate Governance – Myth to Reality – A Way Forward'

The Institute of Chartered Accountants of India (ICAI) in partnership with NFCG organized the National Seminar on Corporate Governance – Corporate Governance – Myth to Reality – A Way Forward on December 26, 2008 at Chennai. The seminar was third of the four series seminar bring organized by ICAI- NFCG at various place across the country during the year with an aim to create awareness in good governance practice. This seminar focused on Corporate Governance demystified; Roles and Regulators for effective compliance; Harmonizing the requirements of clause 49 and Companies Act ; Role of the Board and Audit Committee in ensuring good governance; Corporate Governance in family owned Enterprise and SMEs; Independent Directorship enhanced the role CA; and Global melt down financial turmoil – implication on the current economic scenario.


RESEARCH PROJECTS UNDER THE AEGIS OF NFCG

Completed Research Projects

Research study on 'Showcasing Best Practices in Corporate Governance in Medium Sized Family Managed Public Ltd. Companies'-

SP Jain Institute of Management & Research, (SPJIMR) Mumbai

Research work on 'The Effects of Ownership Structure on Corporate Governance and Performance: An Empirical Assessment in India'-

University Business School (UBS) Panjab University.

Ongoing Research Projects

Research on Family Run Business along with case studies-

Indian Institute of Management Calcutta (IIMC)

Research on Corporate Social Responsibility-

Symbioses Institute of Management (SIMS) Pune.

Research study on Improving Internal Controls for better Corporate Governance–

Symbiosis Institute of Management Studies, (SIMS) Pune.

Research study on 'corporate Governance in Medium sized family managed public ltd companies-

SP Jain Institute of Management and Research (SPJIMR) Mumbai.

Research study on Corporate Board Interlock in India and their implications for Good Corporate Governance-

Indian Institute of Management Bangalore (IIMB)

Research project on Group Companies in India-

National Law School of India University (NLSIU) Bangalore.

Research work on Corporate Governance-

Jamanalal Bajaj Institute of Management Studies (JBIMS), Mumbai.

Research study on Corporate Governance Practice in SMEs–

Administrative Staff College of India (ASCCI) Hyderabad.

Developing Corporate Governance Norms for SMEs–

Indian Institute of Technologies Kharagpur (IITK)

Research study on Corporate Practice in SLPE in Andhra Pradesh-

Administrative Staff College of India, (ASCI) Hyderabad.

Corporate Governance Rating Software-

Institute of Chartered Accountants of India (ICAI)

Forthcoming NFCG Events

Directors' Orientation Programmes
  • Audit Committee Programme for Corporate Directors –
  • Indian Institute of Management Bangalore (IIMB) at Bangalore.

  • Directors Orientation Programmes –
  • Institute of Company Secretaries of India (ICSI) at Mumbai.

  • Directors Orientation Programme–
  • The Institute of Company Secretaries of India (ICSI) at New Delhi.

  • Risk Management and Oversight Programme for Corporate Governance–
  • SIndian Institute of Management Bangalore (IIMB) at Bangalore.

  • Orientation Programme for Directors on Corporate Governance –
  • NALSAR University of Law at Hyderabad.

  • Environment and Sustainability for Corporate Boards–
  • Indian Institute of Management Bangalore (IIMB) at Bangalore.

    Faculty Orientation Programme
  • Faculty Development Programme-
  • Indian Institute of Management Calcutta (IIMC) at Kolkata.

  • Orientation Programme for Teachers–
  • NALSAR University of Law at Hyderabad.

  • Faculty Orientation Programme-
  • Indian Institute of Management Bangalore (IIMB) at Bangalore.

    Seminars/ Conferences/ Workshops
  • Seminar on Translating Governance ideologies to veracity–
  • Confederation of Indian Industry (CII) at New Delhi.

  • Seminar on Corporate Governance reform for State Level Public Enterprises of Karnataka–
  • Administrative Staff College of India (ASCI) at Hyderabad.

  • Corporate Compliance Forum India–
  • Lexis Nexis, Hong Kong at Mumbai.

  • Seminar on the Roles and Responsibilities of Independent Directors-
  • Jamnalal Bajaj Institute of Management Studies Mumbai (JBIMS) at Mumbai.

  • Seminar on Corporate Governance reform for State Level Public Enterprises in Orissa-
  • Administrative Staff College of India (ASCI) at Bhubneshwar.

  • National Seminar – Corporate Governance in Unlisted Companies-
  • Confederation of Indian Industry (CII) at Bangalore.

  • National Seminar on Corporate Governance–
  • The Institute of Chartered Accountants of India (ICAI) at Bangalore.

  • Seminar on Translating Governance Ideologies to Veracity-
  • Confederation of Indian Industry (CII) at Chennai.

  • National Seminar– Corporate Compliance Management and Due Diligence-
  • The Institute of Company Secretaries of India (ICSI) at New Delhi.

  • Corporate Governance Summit- India's Tryst with Corporate Governance-
  • Confederation of Indian Industry (CII) at Mumbai.

  • Second National Conference on Corporate Governance–
  • Loyola Institute of Business Administration Chennai (LIBA) at Chennai.

  • Seminar on Translating Governance Ideologies to Veracity-
  • Confederation of Indian Industry (CII) at Kolkata.

  • Seminar on Corporate Governance reform for State Level Public Enterprises of Gujarat-
  • Administrative Staff College of India (ASCI) at Ahmedabad / Hyderabad.

  • Round table on the Research project - a) CSR and b) Improving internal controls–
  • Symbiosis Institute of Management Studies (SIMS), at Pune.

  • Seminar on Translating Governance Ideologies to Veracity-
  • Confederation of Indian Industry (CII) at Mumbai.

  • National Seminar on Corporate Governance–
  • Indian Institute of Management Kolkata (IIMC) at Kolkata.

  • Seminar on Corporate Governance improving Compliance for State Level Public Enterprises AP-
  • Administrative Staff College of India, Hyderabad (ASCI) at Hyderabad.

  • National Conclave on Corporate Governance in India – Law and Legal Reforms–
  • National Foundation for Corporate Governance (NFCG) at Kolkata.

  • Round table on Corporate Governance practices in medium sized family managed Listed Companies
  • SP Jan Institute of Management and Research Studies Mumbai (SPJIMR) at Mumbai.

Forthcoming International Events

Audit Committee Issues Conference

The National Association of Corporate Directors and KPMG's Audit Committee Institute, Weil is organizing a day-long interactive forum entitled "The 5th Annual Audit Committee Issues Conference: Planning the 2009 Agenda" on February 3, 2009 at Miami and February 10, 2009 at Phoenix. The conference is designed exclusively for audit committee members, and would explore the critical issues affecting audit committee oversight, and consider ways to effectively leverage lessons learned from 2008.

For more details, please refer to:

click here....
OECD's Asian Roundtable Task Force on Related Party Transactions

The Asian Round Table on Corporate Governance in Hong Kong in May 2008 established the Task Force on related party transaction with an aim to develop a practical guide to monitoring related party transaction. This Task Force on Related Party Transactions under the auspices of the Asian Roundtable on Corporate Governance is organizing its meeting on 5-6 February 2009 at Manila Philippines, to identify a) concrete options for detecting and curbing abuse, such as harmonizing the definition; b) assessing strengths and weaknesses of various regulatory approaches; and c) tightening enforcement as well as facilitating a change in culture and practices.

For more details, please refer to:

click here....
4th Global Conference on Social Responsibility – Boosting Capital Markets through clean and green agenda

The World Council for Corporate Governance is organizing 4th Conference on Social Responsibility: Boosting Capital Markets through clean and green agenda on 26 -28 February 2009 at Portugal. The main objective of the conference are to:-

  • develop clean and green agenda for boosting the capital markets
  • Create business wealth by ensuring energy security and climate
  • Turn climate change into opportunity for business innovation and social change
  • Evolve market based implementation pathways for climate change agenda to be addressed at Copenhagen 2009
  • For more details, please refer to:

    click here....
    ICGN International Corporate Governance Network Meeting- What does the future hold for active Shareowners?

    The first ICGN mid-year event of 2009 would take place in Amsterdam on 2nd – 3rd March, 2009. The conference would review the policy response and also debate whether Classical' balance of powers between and Shareholders towards a new balance of powers between boards, shareholders government intervention. Against this background, the conference would consider the following topics:-

  • the future of remuneration policies;
  • the future of the dialogue between listed companies and shareholders;
  • the future of minority shareholder protection;
  • advantages and disadvantages of the stakeholder models of continental Europe and East Asia.
  • For more details, please refer to:

    click here....
    The Director's Round Table Forum

    The Conference Board Director's Institution is organizing The Directors' Round Table Form in March 26, 2009 at Illinois. This intensive, one-day program focuses on key corporate governance issues in a rigorous and comprehensive program.

    For more details, please refer to:

    click here....

Feedback & Disclaimer

If you have any comments / views / suggestions about this E - Newsletter, please write to us at:-

Executive Director National Foundation for Corporate Governance The Mantosh Sondhi Centre, 23, Institutional Area, Lodi Road, New Delhi - 110 003 Tel.: 011- 2460 1180 Fax: 011- 2461 5693 E mail: ed.nfcg@cii.in Website: www.nfcgindia.org Study Team: Shalini Budathoki & Prasanna Venkatesh

Disclaimer Clause: The data used here are from various published and electronically available primary and secondary sources. We have taken care to verify and cross-check the accuracy of such data. However, despite due diligence, the source data may contain occasional errors. In such instances, NFCG would not be responsible for such errors.