Amar Bheenick: FICCI Grant Thornton Corporate Governance Review 2...

Amar Bheenick: FICCI Grant Thornton Corporate Governance Review 2...: "Corporate governance and its implementation in India is not only being seen as an aftermath to recent corporate frauds, but also as a conseq..."

corporate governance review of mid- market listed companies in India by Grant Thronton and FICCI

http://www.wcgt.in/html/assets/FICCI_CorporateGovernanceSurvey201011.pdf

Corporate Governance and Reform - The Impact of the Dodd-Frank Act - The Latest Legal Features, Research and Legal Profiles - Who's Who Legal

Corporate Governance and Reform - The Impact of the Dodd-Frank Act - The Latest Legal Features, Research and Legal Profiles - Who's Who Legal: "The Act sets new standards relating to executive compensation and corporate governance. In some cases, the reach of the Act is limited to companies that have listed their securities on a national securities exchange, such as the NYSE or the NASDAQ Stock Market, but in other cases it extends to companies that are otherwise subject to specified SEC reporting requirements, such as the requirement to deliver to shareholders a proxy or information statement. The Act also authorises the SEC to exempt companies from certain requirements, in particular with respect to compensation committee independence, compensation-related shareholder voting and shareholder proxy access, based on the size of the issuer and other relevant factors."

Increasing retail investor base: SEBI has a tough job ahead - Moneylife Personal Finance site and magazine

Increasing retail investor ba<x>se: SEBI has a tough job ahead - Moneylife Personal Finance site and magazine

SEBI, barred 3 Independent Directors of Pyramid Saimira Theatre Ltd. (PSTL)

SEBI, barred 3 Independent Directors of Pyramid Saimira Theatre Ltd. (PSTL) from being an independent director or a member of audit committee of any listed company for a period of two years from March 11, 2011, for approving inflated profits of the company as member of audit committee. 

SEBI order states that Pyramid Saimira Theatre Ltd. (PSTL) inflated its profits and revenues by fictitious entries in its accounts,disclosed the same in quarterly and annual results for the financial year 2007-08 and thereby misled the public in their investment decisions. 

Mr. K. S. Kasiraman, Mr. K.Natarahjan and Mr. G. Ramakrishnan, who were independent directors of PSTL and members of its audit committee at the relevant time, have failed in their duty of care as an independent director and also they have failed to review, as members of the audit committee, the internal control systems, which generated misleading financial statements. All these facilitated the company to make false and misleading disclosures and thereby created artificial prices and volumes in the securities of PSTL in the market, to the detriment of innocent investors.

T N Ninan: Off-balance sheet

T N Ninan: Off-balance sheet: "The Enron scandal in the US was facilitated by off-balance sheet items — transactions and entities that were not disclosed to shareholders. The build-up to the US financial collapse of 2008 also saw banks taking large transactions and risks off the publicly reported books, and tucking them away in unreported corners where regulators and shareholders could not get a peep. Many similar scams have been possible only because companies created entities and accounts that were used to indulge in unreported transactions, and to create hidden assets and liabilities. The question is whether the same thing has been happening in India."

SEBI to disallow interested shareholders in voting on special resolution on related party transaction

To protect small and diversified shareholders in listed companies from abusive related party transactions, SEBI to recommend  Ministry of Corporate Affairs to  disallow interested shareholders from voting on the special resolution of the prescribed related party transaction.
This view was taken based on the learning from the investigation in the matter of Satyam Computer Services Limited.

It's time for Indian companies to act more ethically | Nishika Patel | Global development | guardian.co.uk

It's time for Indian companies to act more ethically | Nishika Patel | Global development | guardian.co.uk: "The global economic fallout and mounting concern with sustainable growth and climate change has spawned a new breed of ethical investors. They are urging companies to report on the environmental and social costs of their operations and improve corporate governance. 'One of the root causes of the global economic crisis was a lack of transparency, investor greed and poor corporate governance … How companies report, how they tell us about the risk in their company both financial and non-financial is the solution,' said Jane Diplock, chairwoman of the International Organisation of Securities Commissions, speaking at the Responsible Investment conference in Mumbai in January."

Indian corporate needs Public Company Accounting Oversight Board

In United States to protect the interests of investors, Stock Exchange Commission (SEC) has mandated that all Certified Public Accountants (CPA) should register with Public Company Accounting Oversight Board               ( PCAOB) as per Sarbanes-Oxley Act of 2002 (SOX) if they wish to audit of public companies. PCAOB oversee the audit of public companies that are subject to the securities laws, establish audit report standards and rules, investigate, inspect and enforce compliance relating to registered public accounting firms, associated persons, and the obligations and liabilities of accountants.

Securities Exchange Board of India (SEBI) also should follow US Stock Exchange Commission and setup similar board to oversee the audit of public companies in India so that frauds like of Satyam Computers can be minimised

Corporate Governance Watch 2010

Corporate governance standards have improved over the past decade, but

even the best Asian markets remain far from international best practice.

Regulators make it too easy for companies to get away with box-ticking.

Markets still lack effective rules on fundamentals such as independent

directors and audit committees. Not enough has been invested to make best

practices work. Meanwhile, most institutional investors are yet to invest

sufficiently in voting, engagement or stewardship. Rather than use the global

financial crisis as a platform to push reform forward, governments have taken

a complacent view, happy that the crisis this time did not start in Asia

Phil Armstrong at 10 th ICSI National Award for Excellence in Corporate Governance

Crises such as Satyam compromise India’s promising and enduring economic outlook. Because it

exposes fundamental areas of concern that are important to foreign investors and capital markets.

Issues such as: 3

• the relationship between controlling and minority shareholders particularly in family owned

or controlled companies

• related party transactions and its proper regulation

• quality of financial disclosure

• the role of promoters

• independent oversight of the Indian accounting profession

• limited activism of domestic institutional investors, and

• issues of director independence and board effectiveness.

: Amendments to the Equity Listing Agreement

In line with the objective of enhancing the quality of disclosures made by listed entities, it

has been decided to effect certain amendments to the Equity Listing Agreement (“the

LA”) with respect to various continuous disclosures made by listed entities.

2. The full text of amendments to be effected in the LA is given in the Annexure hereto. A

gist of the said amendments is as follows:-

(I) Amendments to Clause 35 – Disclosure relating to shareholding pattern

(a) Disclosure of shareholding pattern prior to listing of securities

Entities which seek listing of their securities post-IPO shall mandatorily submit their

shareholding pattern as per Clause 35 of the LA one day prior to the date of listing,

in order to ensure public dissemination of updated shareholding pattern. The stock

exchanges shall upload the same on their websites before commencement of

trading in the said securities.

Poor performance by A2Z Maintenance & Engineering Services IPO on listing

Poor performance by  A2Z Maintenance & Engineering Services IPO on listing 

Indian stock market "Warren Buffett " Rakesh Jhunjhunwala invested Company A2Z Maintenance & Engineering Services IPO down 18 percent on day of listing. company issued shares to public at Rs. 400 a share of which 4%(out of 21 percent) were offloaded by Rakesh. He invested in the company in 2006 at Rs 14 a share

Press Information Bureau English Releases

Press Information Bureau English Releases: "Corporate Governance

The National Foundation of Corporate Governance (NFCG) has been expanded so as to make its membership more broad based and to enable it to function as the national apex platform on corporate governance issues. In order to raise the bar of corporate governance practices in the Indian corporate sector, the Ministry had released Voluntary Guidelines on Corporate Governance in December last year which highlighted some of the issues related to independent directors, audit, compensation to directors etc. Keeping in view the adoption of these guidelines and the feedback from stakeholders, the Ministry is considering incorporation of some of the features in the Companies Bill itself"