Governance, Risk Management and Compliance -Indian Perspective

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Presentation transcript:

Governance, Risk Management and Compliance -Indian Perspective Parvatheesam Kanchinadham [PK] National Convention of Company Secretaries, Bhubaneswar August 31, 2018

Why GRC? Reduce the negative effects of the agency problems. Enable the Board of Directors to effectively discharge their fiduciary duties. GRC is now integral to organizations. Enables achieving strategic objectives.

Importance of GRC Governance Enhanced awareness of the influence that companies have on politics, policy and lives of stakeholders. Sharp rise in cross-border investing Compliance Awareness among governments that economic growth requires a proactive regulatory approach. Governments’ role in ensuring high-integrity oversight of business activity. Company stewardship and country stewardship are increasingly being linked. Risk Management Welcome the VUCA world! Fundamental driving force in business. Unique differentiator between companies who thrive and those who merely survive or otherwise. Neither just operational nor just compliance driven. Becoming more strategic!

Regulatory Regime in India 1992 Cadbury Committee Code of best practices 1995 Greenbury Report Remuneration Committee, policy, disclosures 1998 Hample Report Combined code attached to LSE Listing Rules 1999 Blue Ribbon Report Adopted by NYSE & Nasdaq 2000 KM Birla Committee Clause 49 2002 Naresh Chandra Committee Report 2002 Sarbanes Oxley Sweeping changes in governance norms for US Public Cos. 2003 Narayana Murthy Committee Report Revision in Clause 49 2003 Combined code. replaces Hample Committee Report 2013 Enactment of Companies Act, 2013 2015 SEBI Listing Regulations 2017 Kotak Committee Report on Corporate Governance

Contemporary Challenges Board Structure and Composition Duty and Liability Processes Incentives Audit, Risk and Compliance Purpose of Corporation Wealth creation for shareholders vs Societal Interests Shareholders Proxy and Takeover Wars Activism and Plaintiff Bar Global Governance Issues Short-term vs Long-term; Financial vs Non-Financial Metrics Ownership of Governance

Thank You