Documente Academic
Documente Profesional
Documente Cultură
Companies make Corporate Governance policies and elucidate them in their Corporate Governance
Report to maintain ethical practices in organisation, protect interests of shareholders and share
governance information with stakeholders.
Rights and equitable treatment of shareholders: Board of Directors should and protect
interests of shareholders by regulating the working of the management
Interests of other stakeholders: Organizations have obligations to stakeholders - employees,
investors, local communities, suppliers, government & customers
Role and responsibilities of the board: Board should have relevant skills, independence, size &
diversity to review and challenge management performance
Integrity and ethical behaviour: Integrity should be a fundamental requirement in day-to-day
working of the Board
Disclosure and transparency: Organizations should clarify and make publicly known the roles
and responsibilities of board and management
The Corporate Governance Report focuses on composition & frequency of meetings of the Board,
Audit Committee, Finance Committee, Strategy & Innovation Steering Committee, Corporate Social
Responsibility (CSR) Committee, Nomination and Remuneration. It also provides information on
number of Independent, Executive & Non-Executive directors in the Board and other committees,
General Body meetings, means of communication with shareholders and other data useful for
shareholders.
Nestlé Britannia
Governance is defined by "The Nestlé Corporate Governance is defined by "Code of Conduct”,
Business Principles”, “The Nestlé Management listed on Company website
and Leadership Principles” in addition to “The
Nestlé India Code of Business Conduct"
10 directors including 6 independent & 2 women 14 directors including 9 independent & 1 woman
directors director
Separate Audit & Risk Management Committees Single committee for Audit & Risk Management
4 meetings held for Stakeholders’ Relationship Only 2 meetings held for Stakeholders’
Committee Relationship Committee
No Finance Committee Separate Finance Committee to approve
investments / divestments of funds of the
Company
No Strategy & Innovation Steering Committee Separate Strategy & Innovation Steering
Committee to review and formulation of business
plans & strategies, Company’s product plan and
technical development activities.
No details given Details of whistle blower policy for protection of
Directors'/ Employees' interests have been
mentioned on company website.
Conclusion
Although Nestlé provides considerable more detail regarding the objectives, roles, responsibilities &
workings of its various Committees and the organisation as a whole, Britannia provides all mandatory
details. Britannia can do a better job of making its Corporate Governance Report more friendly and
informational to stakeholders. Also, it appears that Nestlé committees met more frequently than
Britannia during 2017.
Britannia, however, does a better job than Nestlé when it comes to ingenuity of committees. It has
committees overlooking its Finance & Innovation function which will doubtless result in better profits
and products respectively.
References
http://britannia.co.in/investors/annual-report
https://www.nestle.in/investors/stockandfinancials/annualreports
https://www.nestle.in/investors/policies
https://en.wikipedia.org/wiki/Corporate_governance#Stakeholder_interests
https://en.wikipedia.org/wiki/Clause_49
https://www.sebi.gov.in/legal/circulars/oct-2004/corporate-governance-in-listed-companies-clause-49-
of-the-listing-agreement_13153.html
https://www.gktoday.in/academy/article/key-recommendations-of-kumar-mangalam-birla-committee-
report/