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VI.
Shareholders
-
In case of the appointment of a new director or
re-appointment of a director the shareholders must
be provided with the following information:
-
A brief resume of the director;
-
Nature of his expertise in specific functional
areas ; and
- c.
Names of companies in which the person also holds
the directorship and the membership of Committees
of the board.
-
Information like quarterly results, presentation
made bycompanies to analyst shall be put on company’s
web-site, or shall be sent in such a form so as
to enable the stock exchange on which the company
is listed to put it on its own web-site.
-
A board committee under the chairmanship of a non-executive
director shall be formed to specifically look into
the redressing of shareholder and investors complaints
like transfer of shares, non-receipt of balance
sheet, non-receipt of declared dividends etc. This
Committee shall be designated as ‘Shareholders/Investors
Grievance Committee’.
-
To expedite the process of share transfer the board
of the company shall delegate the power of share
transfer to an officer or a committee or to the
registrar and share transfer agents. The delegated
authority shall attend to share transfer formalities
at least once in a fortnight.
VII.
Report on Corporate Governance
There shall be a separate section on Corporate Governance
in the annual reports of company, with a detailed compliance
report on Corporate Governance.
Non
compliance of any mandatory requirement i.e. which is
part of the listing agreement with reasons there of
and the extent to which the non-mandatory requirements
have been adopted shall be specifically highlighted.
The
suggested list of items to be included in this report
is given in Annxure-2 and list of non-mandatory requirements
is given in Annexure – 3.
VIII.
Compliance
It shall obtain a certificate from the auditors of the
company regarding compliance of conditions of corporate
governance as stipulated in this clause and annex the
certificate with the director’s report, which is
sent annually to all the shareholders of the company.
The same certificate should also be sent to the Stock
Exchanges along with the annual returns filed by the
company.
As
regards the non-mandatory requirements given in Annexure
– 3, they shall be implemented as per the discretion
of the company. However, the disclosures of the adoption/non-adoption
of the non-mandatory requirements shall be made in the
section on corporate governance of the Annual Report.
Annexure
1 – Information to be placed before board of directors
-
Annual operating plans and budgets and any updates
-
Capital budgets and any updates.
-
Quarterly results for the company and its operating
divisions or business segments.
-
Minutes of meeting of audit committee and other
committees of the board.
-
The
information on recruitment and remuneration of senior
officers just below the board level, including appointment
or removal of Chief Financial Officer and the Company
Secretary.
-
Show cause, demand, prosecution notices and penalty
notices, which are materially important.
-
Fatal or serious accidents, dangerous occurrences,
any material effluent or pollution problems.
-
Any material default in financial obligations to
and by the company, or substantial non-payment for
goods sold by the company.
-
Any
issue, which involves possible public or product
liability claims of substantial nature, including
any judgement or order which, may have passed strictures
on the conduct of the company or taken an adverse
view regarding another enterprise that can have
negative implications on the company.
-
Details
of any joint venture or collaboration agreement.
-
Transactions
that involve substantial payment towards goodwill,
brand equity, or intellectual property.
-
Significant
labour problems and their proposed solutions. Any
significant development in Human resources/Industrial
Relations front like signing of wage agreement,
implementation of Voluntary Retirement Scheme etc.
-
Sale of material nature, of investments, subsidiaries,
assets, which is not in normal course of business.
-
Quarterly details of foreign exchange exposures
and the steps taken by management to limit the risks
or adverse exchange rate movement, if material.
-
Non-compliance of any regulatory, statutory nature
or listing requirements and shareholders service
such as non-payment of dividend, delay in share
transfer etc.
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