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    Clause 49 in Corporate Governance

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    pankaj60308923
    This document summarizes the key requirements of Clause 49 in Corporate Governance as per SEBI regulations. It discusses the applicability of Clause 49 to listed companies, composition of board of directors, number of directorships allowed, minimum number of board meetings in a year, compensation of non-executive directors, role and powers of audit committee, code of conduct, participants in audit committee meetings, number of audit committee meetings and quorum requirements, review of information by audit committee, and secretary to the audit committee.

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    Clause 49 in Corporate Governance

    Uploaded by

    pankaj60308923
    82 views17 pages
    This document summarizes the key requirements of Clause 49 in Corporate Governance as per SEBI regulations. It discusses the applicability of Clause 49 to listed companies, composition of board of directors, number of directorships allowed, minimum number of board meetings in a year, compensation of non-executive directors, role and powers of audit committee, code of conduct, participants in audit committee meetings, number of audit committee meetings and quorum requirements, review of information by audit committee, and secretary to the audit committee.

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    Clause 49

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    This document summarizes the key requirements of Clause 49 in Corporate Governance as per SEBI regulations. It discusses the applicability of Clause 49 to listed companies, composition of board of directors, number of directorships allowed, minimum number of board meetings in a year, compensation of non-executive directors, role and powers of audit committee, code of conduct, participants in audit committee meetings, number of audit committee meetings and quorum requirements, review of information by audit committee, and secretary to the audit committee.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PPT, PDF, TXT or read online from Scribd
    Download as ppt, pdf, or txt
    82 views17 pages

    Clause 49 in Corporate Governance

    Uploaded by

    pankaj60308923
    This document summarizes the key requirements of Clause 49 in Corporate Governance as per SEBI regulations. It discusses the applicability of Clause 49 to listed companies, composition of board of directors, number of directorships allowed, minimum number of board meetings in a year, compensation of non-executive directors, role and powers of audit committee, code of conduct, participants in audit committee meetings, number of audit committee meetings and quorum requirements, review of information by audit committee, and secretary to the audit committee.

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    Clause 49 in Corporate

    Governance

    Submitted By
    Rupesh Patil(Roll no :- 34)
    Introduction Of Clause 49
     Based on SEBI circular dated Oct 2004
     Clause 49 of the listing agreement revised by
    stock exchanges
     Was to be implemented on before 31 st march
    2004
     Extended up to 31st December 2005
    Applicability
     All listed company and company seeking
    listing for the first time in stock exchange
    clause 49 is applicable.
    Composition of board
     Board of directors to have an optimum
    combination of executive and non executive
    directors with no less than 50 % of the board
    comprising non executive directors.
     In case of non executive chairman at least one
    third of the board with independent directors
    and in case of executive chairman half of the
    board with independent directors.
    No. of directorship in companies
     Number of directorship not specified . Director
    to hold membership in not more than 10
    committees or as chairmen in not more than 5
    committees across all company
    No. of board meeting in a year
     Board meeting to be held at least 4 time in a
    year with a maximum time gap of three
    months between any two meetings.
    Non- executive Directors
    compensation and discloser
     All fees/compression pay to non executive
    directors including independent directors to be
    fix by the board and with the prior approval of
    share holders in general meeting .
    Audit Committee
     All members of the audit committee shall be
    financially literate with one member having
    accounting / financial management expertise.

     Role
     Recommending the appointment and removal of
    external auditor , fixation of audit fee and also
    approval for payment for any other services
     Review annual as well as quarterly financial
    statement with the management before submitting
    the same to Board Of Directors.
    Powers of audit committee
     To investigate any activity within it’s terms of
    reference.

     To seek information form any employee.

     To obtained outside legal or other professional


    advise.
    Code of Conduct
     A code of conduct shall be prepared for board
    members and senior management which shall
    be posted on the website.
     Board members / senior management to affirm
    compliance of the code and the annual report
    should contain such a declaration signed by
    chairmen.
    Participants at the meeting of audit
    committee
     Audit committee to invites such of the
    executives as considered appropriate
     It may also meet without presence of any
    executive of company.
    No. of audit committee meetings and
    it’s Quorum
     To meet at least four times in a year and not
    more than three months shall elapse between
    two meetings.
     Either two members or one third of the
    members whichever is higher, but a minimum
    of two independent members present.
     Chairmen of audit committee should be an
    independent directors.
    Review of information by audit
    committee
     Audit committee should review managerially :
    1. Management disscussion and analysis of
    financial condition and operational result
    2. Internal audit report relating to internal
    control weaknesses
    3. Appointment removal and terms of
    remuneration of chief internal auditors
    Secretary to audit committee
     The company secretary to act as the secretary
    to the audit committee.
    THANK YOU
    Q&A

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