The Kumar Mangalam Birla Committee was formed to review corporate governance practices from an investor perspective and develop a code of best practices. The Committee made 25 recommendations, 19 of which were mandatory. The key recommendations included having an independent board with at least 50% independent directors, establishing audit and remuneration committees, and increasing disclosure standards around director compensation. The goal was to promote high standards of governance and protect shareholder interests.
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Kumar Mangalam Birla Committee Report & Recommendations
The Kumar Mangalam Birla Committee was formed to review corporate governance practices from an investor perspective and develop a code of best practices. The Committee made 25 recommendations, 19 of which were mandatory. The key recommendations included having an independent board with at least 50% independent directors, establishing audit and remuneration committees, and increasing disclosure standards around director compensation. The goal was to promote high standards of governance and protect shareholder interests.
The Kumar Mangalam Birla Committee was formed to review corporate governance practices from an investor perspective and develop a code of best practices. The Committee made 25 recommendations, 19 of which were mandatory. The key recommendations included having an independent board with at least 50% independent directors, establishing audit and remuneration committees, and increasing disclosure standards around director compensation. The goal was to promote high standards of governance and protect shareholder interests.
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Kumar Mangalam Birla Committee Report & Recommendations
The Kumar Mangalam Birla Committee was formed to review corporate governance practices from an investor perspective and develop a code of best practices. The Committee made 25 recommendations, 19 of which were mandatory. The key recommendations included having an independent board with at least 50% independent directors, establishing audit and remuneration committees, and increasing disclosure standards around director compensation. The goal was to promote high standards of governance and protect shareholder interests.
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Kumar Mangalam Birla Committee
Report & Recommendations
To view corporate governance from the point of view of investors and shareholders, to prepare a code to suit the corporate environment. Outcome • The Committee made 25 recommendations, 19 of them were `mandatory • To promote and raise the standards of corporate governance. • Aplies to listed companies of paid up capital of Rs. 3 crores . Recommendations • Composition of Board of Directors Distinction between non-executive directors, independent and non-independent ones.
Independence: Independent directors have only the income
from the director’s remuneration. They do not have any other relationship with company or its promoters, management or its subsidiaries. All pecuniary relationships of non-executive directors be disclosed in the annual report Recommendations Contd… • Independent and non-independent directors should help bring an independent judge to bear on boards deliberations especially on issues of strategy, performance, management of conflicts and standards of conduct. • Optimum combination of independent and non-independent board of directors, not less than 50 percent independent. • Incase of Non-executive chairman- 1/3rd board have independent directors • Executive chairman: Half the board be independent Contd… • Non executive chairman- Entitled to maintain chairman’s office at company’s expense
• Reimbursement of expenses incurred in performing duties, to
discharge functions effectively
• This is a non mandatory recommendation
Contd.. • Audit Committee- With 3 independent directors, with 1 having financial and accounting knowledge.
• Remuneration committee – Disclosure in annual report
relating to all elements of remuneration package of directors like salary, bonus, ESOPs, pension, benefits etc. Remarks • By and large, Indian listed companies have been legally mandated to follow fairly strict standards of corporate governance and disclosure. • Indian corporate sector regulators and companies have been quick to incorporate some of the best international corporate governance and disclosure practices
• The need of the day is more training… of directors, audit
committee members and senior executives of companies • The challenge is to design and sustain a system that imbibes the spirit of corporate governance… and not merely the letter of the law