SEBI,corporate governance,CG SEBI,

1. SEBI

2. • Corporate governance is the acceptance by
management of the inalienable rights of shareholders as
the true owners of the corporation and of their own role
as trustees on behalf of the shareholders.
• It is about commitment to values, about ethical business
conduct and about making a distinction between personal
and corporate funds in the management of a company.

3. • When an investor invests money in a corporation, he
expects the board and the management to act as
trustees and ensure the safety of the capital and also
earn a rate of return that is higher than the cost of capital.
In this regard, investors expect management to act in
their best interests at all times and adopt good corporate
governance practices

4. 1. Satisfy the spirit of the law and not just the letter of the law.
Corporate governance standards should go beyond the law
2. Be transparent and maintain a high degree of disclosure
levels. When in doubt, disclose
3. Make a clear distinction between personal conveniences and
corporate resources
4. Communicate externally, in a truthful manner, about how the
Company is run internally
5. Comply with the laws in all the countries in which we operate
6. Have a simple and transparent corporate structure driven
solely by business needs
7. Management is the trustee of the shareholders' capital and
not the owner.

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Audit Committees
Risk Management
Proceeds from Initial Public Offerings
Code of Conduct
Subsidiary Companies
Real Time Disclosures

7. • Since 2004 SEBI has made minor modifications in the code of
corporate governance, most notably in the post Satyam
episode.
• These include amongst others disclosures in terms of
promoters pledged shares, general information dissemination
on websites, voting results disclosures, peer review of auditors
and electronic voting enablement.
• The Companies Bill, passed by the Lok Sabha in December
2012, has made significant changes that have Corporate
Governance (CG) impact.
• It has also examined good international practices from OECD
to the extent they are relevant to India, taking into
consideration the concentrated nature of holdings of
controlling interest and promoter driven companies.

8. • SEBI board approves new corporate governance
norms for listed firms
• The new norms will be effective from 1 Oct and require
publicly traded firms to have a compulsory whistleblower
policy.
• Publicly traded companies in India will have to adopt more
transparent practices such as formulating a whistleblower
policy to curb unfair business practices and protecting the
interest of minority shareholders, the capital markets regulator
said on Thursday.
• The board of the Securities and Exchange Board of India
(Sebi) cleared the much-awaited proposals on new corporate
governance norms to raise disclosure standards by listed firms
and give more power to minority shareholders.

10. • Disclosure of pledged shares: It is made
mandatory on the part of promoters (including promoter
group) to disclose the details of pledge of shares held by
them in listed entities promoted by them.
• Peer review: In the light of developments with respect
to Satyam SEBI carried out a peer review exercise of the
working papers (relating to financial statements of listed
entities) of auditors in respect of the companies
constituting the NSE – Nifty 50, the BSE Sensex and
some listed companies outside the Sensex and Nifty
chosen on a random basis.

11. • Maintenance of website: In order to
ensure/enhance public dissemination of all basic
information about the listed entity, listed entities are
mandated to maintain a functional website
• Compulsory dematerialization of Promoter
holdings: In order to improve transparency in the
dealings of shares by promoters including pledge / usage
as collateral, it is decided that the securities of
companies shall be traded in the normal segment of the
exchange if and only if, the company has achieved 100%
of promoter’s and promoter group’s shareholding in
dematerialized form.
• Disclosure of voting results:
• listed entities are required to disclose the voting results/
patterns on their websites and to the exchanges within 48
hours from the conclusion of the concerned shareholders’
meeting.

12. • Enabling shareholders to electronically cast
their vote:
• In order to enable wider participation of
shareholders in important proposals, listed
companies are mandated to enable e-voting
facility also to their shareholders, in respect of
those businesses which are transacted through
postal ballot by the listed companies.