............................................................................................................................. Description Issues of Governance, Accountability and the voice of shareholder activism has never been so loud as it is today. The response of the Government and regulators has been commendably swift to the challenges of corporate delinquency. In view of contemporary trends in Corporate Governance, this revised edition aims at providing framework of best practices, processes and systems to foster a culture of compliances thereby promoting good governance. Captains of Industry, Capital Market participants, Government and regulators as well as corporate professionals and academia will find the revised edition of the book useful and rewarding. ............................................................................................................................. Contents 1. Introductory Framework 2. Board Leadership 3. Economic Value Added (EVA) as a Measure of Wealth Creation 4. Select Vision/Mission Statement and Quotes 5. Salient features of Corporate Governance Requirements under the Listing Agreement 6. Risk Management 7. Independent Director: Role in Enhancing Good Corporate Governance 8. Corporate Governance Reporting - Best Practices 9. Select Modules for Best Practices 10. Corporate Social Responsibility 11. Role of ICSI in Promoting Good Corporate Governance Annexures I.OECD Principles of Corporate Governance, 2004 II. Report of the Committee on the financial aspects of Corporate Governance III. Desirable Corporate Governance - A Code by CII IV. Report of Kumar Mangalam Birla Committee on Corporate Governance V. Executive Summary of Report of the Task Force on Corporate Excellence through Governance VI. Executive Summary of Naresh Chandra Committee Report on Corporate Audit and Governance VII. Report of N.R. Narayana Murthy Committee on Corporate Governance VIII. JJ Irani Committee Report on Company Law IX. Text of the Revised Clause 49 of the Listing Agreement X. Companies (Compliance Certificate) Rules, 2001 XI. SS-1: Secretarial Standard on Meetings of the Board of Directors XII. SS-2: Secretarial Standard on General Meetings XIII. SS-3: Secretarial Standard on Dividend XIV. SS-4: Secretarial Standard on Registers and Records XV. SS-5: Secretarial Standard on Minutes XVI. SS-6: Secretarial Standard on Transmission of Shares and Debentures XVII. Summary of Recommendations of Higgs Review of the Role and Effectiveness of Non-Executive Directors Bibliography ............................................................................................................................. |