PRESENTED BY:

Harneet Kaur Chhabra(13103) Heena Gupta(13104) Sandeep Dhiman(13111) Shriya Chhabra(13113)

set of relationships between a companys management, its board, its shareholders and other stakeholders. structure through which the objectives of the company are set. system by which companies are directed and controlled

Writing about the ideal conduct of the King Kautilya,an official says an ideal king is one for whomIn the happiness & well being of the subjects, is the well being of the king, In the Welfare of the subjects, lies the welfare of the King, What is desirable and beneficial to the subjects and not his personal desires and ambitions is desirable and beneficial to the King

The fourfold duties of the King/CEO/Board of a Company can be interpreted to imply

Raksha or Protection Wealth Vruddhi or Enhancement proper utilisation of assets Palana or Maintaineance Yogakshema or Safeguard

Shareholders

- Wealth through
- Of that Wealth - Interest of the Shareholders

Rights and equitable treatment of shareholders Interests of other stakeholders Role and responsibilities of the board Integrity and ethical behavior Disclosure and transparency

promote a healthy environment create trust

promote business development

improve the efficiency enhance the effectiveness

body of elected or appointed members simply referred to as the board.

A board's activities are determined by the powers, duties, and responsibilities delegated to it.
The bylaws commonly also specify the number of members of the board.

governing the organization by establishing broad policies and objectives; selecting, appointing, supporting and reviewing the performance of the chief executive; ensuring the availability of adequate financial resources; approving annual budgets; accounting to the stakeholders for the organization's performance. setting their own salaries and compensation

DIRECTORS INSIDE DIRECTORS

OUTSIDE DIRECTORS
EXECUTIVE DIRECTORS NON EXECUTIVE DIRECTORS

Acting bona fide

Proper purpose
Unfettered discretion Conflict of duty and interest Transactions with the company Use of corporate property, opportunity, or information Competing with the company

Committed to good Corporate Governance benchmarked itself in line with global practices. Understands and respects its fiduciary role in the corporate world.

This attitude has earned recognition and has strengthened its bond of trust with stakeholders and the society at large. Has earned Corporate Governance Excellence award in 2005

Professionalization of the board Lean and active Board (reduced from 16 to 10 members) Less number of promoters on the Board More professionals and independent Directors for better management Governed through Board committees for Audit, Remuneration, Shareholder Grievances, Compensation and Nominations Meets all Corporate Governance Code requirements of SEBI

The Board of Directors of the Company represents an optimum mix of professionalism, knowledge and experience. The total strength of the Board of Directors of the Company are 12 members. Besides Chairman, who is a Non-Executive Promoter Director, the Board comprises of three Executive Directors (of whom one is Promoter Director),two Non Executive Promoter Directors and six NonExecutive Independent Directors.

Dabur consists of 4 committee Audit Committee Remuneration cum Compensation Committee Shareholders/Investors Grievance and Share Transfer Committee Nomination Committee

Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. Recommending to the Board the appointment, reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

To identify and recommend suitable candidates to the Board of Directors for appointment as members of the Board. To engage the services of consultants and seek their help in the process of identifying candidates for appointments to the Board. To decide the remuneration of consultants engaged by the Committee.

Framing and implementing, on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of Executive Directors, including ESOP, pension rights and any compensation payment. Considering, approving and recommending to the Board changes in designation and increase in salary of the Executive Directors. Ensuring that the remuneration policy is good enough to attract, retain and motivate the Directors.

Transfer/Transmission of shares Split-up/Sub-division and Consolidation of shares.

Dematerialization/ materialization of Shares.

Issue of new and duplicate share certificates. Registration of Power of Attorneys, Probate, Letters of Transmission or similar other documents

Founded by Narayana Murthy with six colleagues in 1981, with 10,000 as capital. Now , has 32 sales offices in 16 countries, 33 global software development centres and one business continuity centre. Headquarter at Bangalore. Vision-to be globally respected. Message- powered by Intellectual and driven by Values.

Setting New and Effective Standards Implementing Best International Governance Practices Independent Board

Appropriate Mix of Executive and Nonexecutive Directors

Delegating Resolution of Important Issues Assessing the Efficacy of the Board Effective and Efficient Risk Management

Corporate Social Responsibility

Corporate governance practices exert great influence on the performance of the company. Shareholders should ensure that the composition of Board of Directors is a balanced mix of independent directors and management appointees. This would help keep a check on the internal processes of the company. Companies which are having good governance practices will have good image among the investors and public as a whole.