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Role of Independent Director in Corporate Governance

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Pavan Kumar Vijay
Pavan Kumar Vijay
BusinessÉconomie & finance
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Role of Independent Director in Corporate Governance Pavan Kumar Vijay Managing Director Wednesday, February 22, 2012
Concept of Independent Director ,[object Object]
Genesis ,[object Object]
What is Corporate Governance???
[object Object],[object Object]
Corporate Governance Framework Output – Input = Wealth Created ? Sustainability Happiness and Prosperity of all Stakeholders Reinvestment Distribu- tion ,[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],Wealth Creation Wealth Management Wealth Sharing Enhanced Capabilities Best Management Practices are Vital Here Law and Ethics are Vital Here
Stakeholders in Value Chain SUPPLIERS CUSTOMERS HUMAN RESOURCE Supply Funds, Materials and Services Value Addition and Management of Resources Give Opportunity to Co. to Satisfy their Needs Adequate Returns for Funds, Material and Services Supplied Adequate Salary and Security for leading a Happy Life Best Quality Products and Customer Care at Minimum Prices ROLE OF STAKEHOLDERS EXPECTATIONS OF STAKEHOLDERS Potential Suppliers, Human Resources and Customers Biological, Economic and Cultural Environment PUBLIC PUBLIC EXPECTS PARTNERHIP FOR SUSTAINABLE DEVELOPMENT
Satyam Vada Dharmam Chara - Taittariya Upanishad
[object Object]
[object Object]
[object Object],[object Object]
[object Object],Capacity, Knowledge and Resources Maximisation of stakeholders’ value and well-being and progress of humankind TOWARDS THROUGH Transparency, accountability and truthful disclosure of state of affairs Dharma Truth
[object Object],[object Object]
[object Object],[object Object],[object Object],[object Object]
[object Object],[object Object],[object Object]
[object Object]
WINNING EMPLOYEES XCELLENCE GROWING INVESTORS DELIGHTED CUSTOMERS TRUSTED SUPPLIERS SATISFIED GOVERNMENT AND REGULATORS HAPPY SOCIETY
Who is Independent Director???
One who has Independency of Judgment
Vs.
Definition of Independent Director – Clause 49 (1)(A)(iii) of Listing Agreement ,[object Object],[object Object],[object Object]
Definition of Independent Director – Clause 49 (1)(A)(iii) of Listing Agreement ,[object Object],[object Object],[object Object]
Directorships Matrix Executive Group (Salaried) Promoter Group Independent Group Managing / Whole Time Director    Director    Chairman  Executive Chairman  Executive /Non-Executive Chairman  Non-Executive Chairman
Position of Independent Director Executive Director Owner Director Independent Director Board of Directors Interest of Company Interest of Shareholder Interest of Stakeholders Balancing of Interests Primary Duty Enhanced Responsibility
Independency of Director Concept & Reality
Concept ,[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object]
Reality Independent Director Disinterested Director Uninterested Director No Yes
Reality – Appointment of Independent Director Compliance in Spirit Compliance in Letter ,[object Object],[object Object],[object Object],[object Object]
Reality – Appointment of Independent Director Compliance in Spirit Compliance in Letter ,[object Object],[object Object],[object Object],[object Object],[object Object],[object Object]
Reality – Working of Independent Director Compliance in Spirit Compliance in Letter ,[object Object],[object Object],[object Object],[object Object]
Reality – Working of Independent Director Compliance in Spirit Compliance in Letter ,[object Object],[object Object],[object Object],[object Object]
Independent Director Critical Issues
Ingredients of Independent Directors ,[object Object],[object Object],BUT
Informed Decisions – Not possible ,[object Object],[object Object],[object Object],[object Object]
Capability & Capacity ,[object Object],[object Object],[object Object], In 60% companies, Board consists of shareholders holding more than 50% stake.
Unbalanced Risk & Reward Equation ≠
Compensation
Independent Director Rights & Duties
Rights & Authorities ,[object Object],[object Object],[object Object],[object Object],[object Object]
Duties & Responsibilities ,[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object],[object Object]
Independent Director Corporate Issues & Regulator perspective
Corporate Issues ,[object Object],[object Object],[object Object],[object Object]
Regulator Perspective ,[object Object],[object Object],[object Object],[object Object],[object Object],[object Object]
Independent Director in a JV JV Company Partner A Partner B Interest of Partner A Interest of Partner B Interest of Company & Stakeholders Reconciliation of Interest
In this way INDEPENDENT DIRECTOR Ensures Application of best management practices Compliance of law in true letter and spirit Adherence to ethical standards Discharge of social responsibility for sustainable development of all stakeholders Distribution of wealth And In other words, CORPORATE GOVERNANCE
Corporate Governance at Infosys
And That’s what makes Infosys A value driven organization CRISIL – CRISIL GVC Level 1 ICRA – CGR 1
Thank You

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Role of Independent Director in Corporate Governance

  • 1. Role of Independent Director in Corporate Governance Pavan Kumar Vijay Managing Director Wednesday, February 22, 2012
  • 2.
  • 3.
  • 4. What is Corporate Governance???
  • 5.
  • 6.
  • 7. Stakeholders in Value Chain SUPPLIERS CUSTOMERS HUMAN RESOURCE Supply Funds, Materials and Services Value Addition and Management of Resources Give Opportunity to Co. to Satisfy their Needs Adequate Returns for Funds, Material and Services Supplied Adequate Salary and Security for leading a Happy Life Best Quality Products and Customer Care at Minimum Prices ROLE OF STAKEHOLDERS EXPECTATIONS OF STAKEHOLDERS Potential Suppliers, Human Resources and Customers Biological, Economic and Cultural Environment PUBLIC PUBLIC EXPECTS PARTNERHIP FOR SUSTAINABLE DEVELOPMENT
  • 8. Satyam Vada Dharmam Chara - Taittariya Upanishad
  • 9.
  • 10.
  • 11.
  • 12.
  • 13.
  • 14.
  • 15.
  • 16.
  • 17. WINNING EMPLOYEES XCELLENCE GROWING INVESTORS DELIGHTED CUSTOMERS TRUSTED SUPPLIERS SATISFIED GOVERNMENT AND REGULATORS HAPPY SOCIETY
  • 18. Who is Independent Director???
  • 19. One who has Independency of Judgment
  • 20. Vs.
  • 21.
  • 22.
  • 23. Directorships Matrix Executive Group (Salaried) Promoter Group Independent Group Managing / Whole Time Director    Director    Chairman  Executive Chairman  Executive /Non-Executive Chairman  Non-Executive Chairman
  • 24. Position of Independent Director Executive Director Owner Director Independent Director Board of Directors Interest of Company Interest of Shareholder Interest of Stakeholders Balancing of Interests Primary Duty Enhanced Responsibility
  • 25. Independency of Director Concept & Reality
  • 26.
  • 27. Reality Independent Director Disinterested Director Uninterested Director No Yes
  • 28.
  • 29.
  • 30.
  • 31.
  • 33.
  • 34.
  • 35.
  • 36. Unbalanced Risk & Reward Equation ≠
  • 39.
  • 40.
  • 41. Independent Director Corporate Issues & Regulator perspective
  • 42.
  • 43.
  • 44. Independent Director in a JV JV Company Partner A Partner B Interest of Partner A Interest of Partner B Interest of Company & Stakeholders Reconciliation of Interest
  • 45. In this way INDEPENDENT DIRECTOR Ensures Application of best management practices Compliance of law in true letter and spirit Adherence to ethical standards Discharge of social responsibility for sustainable development of all stakeholders Distribution of wealth And In other words, CORPORATE GOVERNANCE
  • 47. And That’s what makes Infosys A value driven organization CRISIL – CRISIL GVC Level 1 ICRA – CGR 1

Notes de l'éditeur

  1. Taittariya Upanishad, which has for ages strengthened our centres of education, contains invaluable advice to students passing out from an institute of learning - Satyam Vada Dharmam Chara
  2. “ Forever speak the truth and follow the dharma”
  3. Truthful disclosure of State of Affairs i.e. transparency operations and transactions.
  4. In the Karna Parva of the Mahabharata Chapter 69 says: Dharma is for the stability of society, the maintenance of social order and the general well-being and progress of humankind i.e. the Overall Governance
  5. Similarly, Corporates are also expected to use their Capacity, Knowledge and Resources towards maximisation stakeholders’ value and well-being and progress of humankind (i.e. Dharma) through Transparency, accountability and truthful disclosure of state of affairs (i.e.Truth)
  6. This is our own age old mantra of Good Governance.
  7. Ladies and Gentlemen Companies that have won ICSI National Award for Excellence in Corporate Governance have
  8. Consistently earned high returns, increased their net worth and enhanced their shareholders wealth
  9. ..and accomplished
  10. Growing Investors Winning Employees Delighted Customers Trusted Suppliers Satisfied Government And Regulators Happy Society That is Excellence, which everyone aspires for and that leads to National Growth
  11. Thank You