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SOUTH AFRICA

SOUTH AFRICA. Boards & Directors – Responsibilities, director remuneration, constitution of the board, operation of the board & its sub-committees. Risk mgt – the bod is responsible for total risk management. Internal audit –

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SOUTH AFRICA

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  1. SOUTH AFRICA

  2. Boards & Directors – Responsibilities, director remuneration, constitution of the board, operation of the board & its sub-committees. • Risk mgt – the bod is responsible for total risk management. • Internal audit – Co’s should establish an internal audit function with a reporting line directly b/w head of internal audit & CEO.

  3. Accounting & Auditing – • Financially literate directors • Written terms of reference in annual report • Relations with shareowners- • Communications- Reporting shud be clear & include non-financial as well as financial matters.

  4. INDIA

  5. The confederation of Indian Industries published a ‘Desirable Code of Corporate Governance’ in 1998. SEBI formally estd the committee in May 1999, chaired by Sh. Kumar Mangalam Birla.

  6. BOD – It recommends that not less than 50% of the Board comprised of non-executive directors • Nominee directors – Indian system allows for nominee directors to be put forward by financial or investment institutions to safeguard their investment in the company. • Chairman of the Board- The Code recognizes that the roles may be combined & performed by one individual.

  7. Audit committee- • A qualified & independent audit committee • Min of 3 members • Remuneration committee • Board procedures – Board meetings shud be held at least 4 times a year, a director shud not be involved in more than 10 committees or act as chairman of more than 5 committees across all companies with which he is a director.

  8. Management- There shud be a disclosure in the annual report, either as part of the directors’ report, or as a ‘mgt discussion & analysis report, about the co’s position, its outlook, performance & its relevant areas of interest to stakeholders. • Manner of implementation- co. shud have a separate section on corporate governance in its annual report, including a detailed compliance report.

  9. BRAZIL

  10. The Sao Paulo Stock Exchange (BOVESPA) has introduced a new index: the ICG (Index of Shares under Special Corporate Governance Registration). It published a Code of Best Practice of corporate governance in 2001. It was estd as a civil not-for-profit association to act as a leading forum for corporate governance in Brazil.

  11. Transparency of ownership & control , shareholder meetings • Structure & responsibilities of BOD- 5 to 10 members, at least 2 of whom shud have appropriate experience of finance/accounting practices. • Minority shareholder protection • Accounting & accounting- 1 member representing minority shareholders in the committee.

  12. The Code has 6 sections • OWNERSHIP – • One share, one vote • Min of 30 days notice of the AGM • Agenda & documentation for AGM to be circulated to all shareholders in advance

  13. BOD – Between 5 to 9 members An advisory board (family & private co’s) to protect & add value to co. & maximize ROI. • Mgt - there shud be a system of internal controls, code of conduct, compensation & access to info.

  14. Independent auditing – An independent auditor shud express clearly their opinion on the financial statements. • Fiscal council – It is “an essential part of the Brazilian co’s”. Its purpose is to oversee the actions of the co’s administrative bodies & to give opinion on different matters.

  15. Conflicts & conflicts of interest The Code of conduct shud include :- Discrimination in the workplace, political activities, community relations, co. share trading policies, loans b/w related parties, lawsuits etc. 4 basic principles of the Code are : Transparency, Fairness, Accountability, Corporate responsibility

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