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Kumar Mangalam Birla Committee Report & Recommendations

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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

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