Clause 49 and SEBI Bought

Corporate Governance

In India
&
Sebi Regulations

ॐ 1
Presented by
Patel Shivani(26)

Thakkar Dipti(34)
Nair Sarath(14)
ॐ 2
INdex
 Corporate Governance
 Corporate Governance Norms
 Corporate Governance In India
 Securities Exchange Board Of India
 SEBI Clause For Corporate Governance In India

 Conclusion
ॐ 3
Introduction
 The last few years have seen some major scams and
corporate collapse across the globe.
 In India, the major example is Satyam which is one of the

largest IT companies in India.
 All these events have caused the pendulum of public faith

to shift away from free market to a more closely regulated
one.
 So before delving further on the subject it is important to

define the concept of corporate governance
ॐ 4
Corporate governance is….
 •A means whereby society can be sure that large corporations are

well-run institutions to which investors and lenders can
confidently commit their funds.
 (Creates)..safeguards against corruption and mismanagement,

while promoting fundamental values of a market economy in
democratic society.
 (Considering the ethical failures in the last several years and the
resulting crisis in confidence)..A sincere commitment to creating
and sustaining an ethical business culture in public and private
sectors..(has never been so important).
ॐ 5
Corporate governance norms
 Corporate governance are the policies, procedures and rules
governing the relationships between the shareholders,
(stakeholders), directors and managers in a company, as defined by
the applicable laws, the corporate charter, the company’s bylaws,
and formal policies.
 Primarily it is about managing top management, building in

checks and balances to ensure that the senior executives pursue
strategies that are in accordance with the corporate mission.
 Corporate governance governs the relationship among the many

players involved (the stakeholders) and the goals for which the
corporation is governed.
ॐ 6
Corporate governance in India
 The Indian corporate scenario was more or less stagnant till the
early 90s.
 The position and goals of the Indian corporate sector has changed a
lot after the liberalisation of 90s.
 India’s economic reform programme made a steady progress in 1994.
 India with its 20 million shareholders, is one of the largest emerging

markets in terms of the market capitalization.
ॐ 7
Corporate governance of India has undergone a
paradigm shift
 In 1996, Confederation of Indian Industry (CII), took a special

initiative on Corporate Governance.
 The objective was to develop and promote a code for corporate

governance to be adopted and followed by Indian companies, be
these in the Private Sector, the Public Sector, Banks or Financial
Institutions, all of which are corporate entities.
 This initiative by CII flowed from public concerns regarding the

protection of investor interest, especially the small investor, the
promotion of transparency within business and industry
ॐ 8
Securities and Exchange Board
of India
 The Government of India's securities watchdog, the Securities Board
of India, announced strict corporate governance norms for publicly
listed companies in India.
 The Indian Economy was liberalised in 1991. In order to achieve the

full potential of liberalisation and enable the Indian Stock Market to
attract huge investments from foreign institutional investors (FIIs), it
was necessary to introduce a series of stock market reforms.
 SEBI, established in 1988 and became a fully autonomous body by

the year 1992 with defined responsibilities to cover both development
and regulation of the market.
ॐ 9
SEBI
 On April 12, 1988, the Securities and Exchange Board of India
(SEBI)was established with a dual objective of protecting the rights of
small investors and regulating and developing the stock markets in
India.
 In 1992, the ‘BSE’ ,the leading stock exchange in India, witnessed the
first major scam masterminded by Harshad Mehta.
 Analysts felt that if more powers had been given to SEBI,the scam
would not have happened.
 •As a result the ‘GoI’ brought in a separate legislation by the name of

‘SEBI Act 1992’and conferred statutory powers to it.
 Since then, SEBI had introduced several stock market reforms. These
reforms significantly transformed the face of Indian Stock Markets
ॐ 10
SEBI and Clause 49
 SEBI asked Indian firms above a certain size to implement Clause

49, a regulation that strengthens the role of independent directors
serving on corporate boards.
 On August 26, 2003, SEBI announced an amended Clause 49 of the

listing agreement which every public company listed on an Indian
stock exchange is required to sign. The amended clauses come into
immediate effect for companies seeking a new listing.
ॐ 11
The major changes to Clause 49…
1.Independent Directors —1/3 to ½depending whether the chairman of

the board is a non-executive or executive position.
2.Non-Executive Directors ----The total term of office of non-executive

directors is now limited to three terms of three years each.
3.Board of Directors-----The board is required to frame a code of

conduct for all board members and senior management and each of them
have to annually affirm compliance with the code.
ॐ 12
Clause 49..
4.Audit Committee----Financial statements and the draft audit report of
management discussion and analysis of…
• Financial condition
• Result of operations of compliance with laws
• Risk management letters
• Letters of weaknesses in internal controls issued by statutory
• Internal auditors
• Removal and terms of remuneration of the chief internal auditor
5.Whistleblower Policy ----This policy has to be communicated to all

employees and whistleblowers should be protected from unfair treatment
and termination.
6.Subsidiary Companies-----50% non-executive directors & 1/3 &

½independent directors depending on whether the chairman is non-
executive or executive.
ॐ 13
7.Disclosures----Contingent liabilities./Basis of related party transactions.
/Risk management/ . Proceeds from initial public offering/ .
Remuneration of directors.
8.Certifications -> reviewed the necessary financial statements and

directors’report; established and maintained internal controls,
disclosed to the auditors and informed the auditors and audit
committee of any significant changes in internal control
and/or of accounting policies during the year.
ॐ 14
Conclusion
As Indian companies compete globally for access to capital markets,

many are finding that the ability to benchmark against world-class
organizations is essential.
For a long time, India was a managed, protected economy with the
corporate sector operating in an insular fashion.
But as restrictions have eased, Indian corporations are emerging on the

world stage and discovering that the old ways of doing business are no
longer sufficient in such a fast-paced global environment.
ॐ 15
O U
K Y
A N
T H
ॐ 16

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Corporate Governance

 Corporate Governance Norms

 Corporate Governance In India

 Securities Exchange Board Of India

 SEBI Clause For Corporate Governance In India

 In India, the major example is Satyam which is one of the

 All these events have caused the pendulum of public faith

 So before delving further on the subject it is important to

 •A means whereby society can be sure that large corporations are

 (Creates)..safeguards against corruption and mismanagement,

 Primarily it is about managing top management, building in

 Corporate governance governs the relationship among the many

 India’s economic reform programme made a steady progress in 1994.

 India with its 20 million shareholders, is one of the largest emerging

 In 1996, Confederation of Indian Industry (CII), took a special

 The objective was to develop and promote a code for corporate

 This initiative by CII flowed from public concerns regarding the

 The Indian Economy was liberalised in 1991. In order to achieve the

 SEBI, established in 1988 and became a fully autonomous body by

 •As a result the ‘GoI’ brought in a separate legislation by the name of

 SEBI asked Indian firms above a certain size to implement Clause

 On August 26, 2003, SEBI announced an amended Clause 49 of the

1.Independent Directors —1/3 to ½depending whether the chairman of

2.Non-Executive Directors ----The total term of office of non-executive

3.Board of Directors-----The board is required to frame a code of

5.Whistleblower Policy ----This policy has to be communicated to all

6.Subsidiary Companies-----50% non-executive directors & 1/3 &

8.Certifications -> reviewed the necessary financial statements and

As Indian companies compete globally for access to capital markets,

But as restrictions have eased, Indian corporations are emerging on the

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