Standing committee recommendations

IN TWO MINUTES

CORPORATE GOVERNANCE
# Separation of offices of chairman and chief executive officer

# Panel to evaluate and recommend independent directors and non-executive and executive directors

# Specify number of companies in which an individual may become a director

# Fix attributes for independent directors & provision for a detailed Certificate of Independence

# Fix tenure for independent directors

# Remuneration committee to determine, recommend and monitor principles, criteria and the basis of a company’s remuneration policy

# Board to affirm and disclose in its report to members about critical risk management policy for the company

# Evaluation of performance of board of directors, committees thereof and of individual directors

 

# Board to place systems to ensure compliance with laws

# New responsibilities for audit committee in respect of related party transactions, disclosure of related party transactions to be part of company board‘s report

# Audit committee to examine eligibility, independence of the auditor

#Certificate of independence should certify that the auditor together with its consulting and specialised services affiliates, subsidiaries and associated companies or network or group entities has not/have not undertaken any prohibited non-audit assignments for the company and are independent vis-à-vis the client company

# Rotation of audit partners and firms

# Clarity on information to be sought by auditor and/or provided by the company to him/it

# Appointment of internal auditor 

REMUNERATION POLICY
# Profit-related commission with the prior approval of members by a special resolution

# Specific outer limits within which the companies shall pay remuneration to their directors/ managerial personnel

# In case of inadequacy of profits, the payment should be subject to compliance with the regulations or guidelines to be framed by government

CORPORATE SOCIAL RESPONSIBILITY LEVY
# Two per cent of a company’s average net profits during the three immediately preceding financial years shall be spent on Corporate Social Responsibility activities

# Separate disclosures required to be made in annual report by way of CSR statement

ROTATION OF AUDITORS/ AUDITING FIRMS
# No company shall appoint or re-appoint an individual or a firm as auditor for more than five consecutive years

# New committee to prepare list of audit firms for companies to choose from

# The remuneration of the auditor to be fixed on the basis of the net worth and turnover

INDEPENDENT DIRECTORS
# Committee for selection of independent directors

# Every listed public company to have one-third independent directors on board

# Independent directors should not have any kind of pecuniary relationship with the company