CORPORATE GOVERNANCE

AND ROLE OF BOARD OF

DIRECTORS

CORPORATE GOVERNANCE
Corporate governance is a systematic process by
which it is directed and controlled to enhance its
wealth generating capacity.

LEVELS OF GOVERNANCE
STRUCTURE
GOVERNANCE AT THE
LEVEL OF BOARD OF
DIRECTORS
GOVERNANCE BY THE
CORPORATE
MANAGEMENT
COMMITTEE
GOVERNANCE BY THE
DIVISIONAL HEAD
ASSISTED BY THE
DIVISIONAL
MANAGEMENT
COMMITTEE

ROLES OF(BOD)
To represent shareholders and create shareholder value.
To define the companys goals and missions.
To set pace for the companys current operations and its
future development.
To determine the values to be promoted in the company.
To maintain and monitor the relationships with the
stakeholders.
To develop and approve compensations ,pension and
post retirement benefits plan for the executives.

RESPONSIBILITIES OF (BOD)
To maintain proper books of account.
To select the executives.
To support the executives and review his or her
performance.
To ensure effective organizational planning.
To manage the resourses effectively.
To serve as a court of appeal.

POWERS OF(BOD)
Entry or exit from any business or product line
except those which are delegated to CMS.
Promoting or closing companies ,joint ventures
and partnership firms.
Appoint trustees to the trust created by the
company.
Make changes in the rules relating to pension
and superannuation funds of the company.
Forming or closing companies in india and
abroad.

ROLES OF(CMC)
EXECUTIVE CHAIRMAN is the chairman of BOD and
CMC and his roles are-

To provide the leadership to the board and CMC.

To work for the companys goal according to the charter
approved by the board.
To ensure that issues disscussed in the meeting are on
the agenda.
To keep the board informed on all matters.
To preside over general meetings of shareholders.

RESPONSIBILITIES OF (CMC)
To formulate business plans,objectives and
strategies of companies.
To formulate policies and processes of the org.
To formulate risk mgmt. systems.
To keep the board informed of developments in
all the business.
To formulate personnel policies regarding
recruitment and selection etc.

POWERS OF (CMC)
All key projects which require huge capital
outlays and execution plans.
Issue of bank guarantees for and on belief of the
company.
Write off and disposal of fixed assets.
For giving awards and rewards.
For retrenchment,lockout and layoffs ,prior
approval of CMC is needed.

ROLES OF (DMC)
DMC meetings are chaired by the divisional head
and his roles are He is responsible for day to day performance.
He shows the leadership to the divisional
management committee.
He functions as the CHIEF OPERATING
OFFICER.

RESPONSIBILITIES OF (DMC)
Helps in formulating and recommending
divisional business plans.
Monitors effective implementation of approved
business plans.
Monitor business environment.
Determines and ensures right implementation of
industrial /employee relation policies.
Ensures all statutory compliance in right
functioning of the division.

POWERS OF(DMC)
Pricing of divisions products.
Policy guidelines relating to maintenance and
mgmt. of inventories of raw materials,finished
goods and spares.
Appointment and transfers of experts.
Execution of long term agreements with
employee unions.
Issues relating to sale and disposal of assets to
mgmt. staff.