1. BUSINESS ETHICS
Corporate Governance

2. Corporate Governance
TO ATTAIN HIGHEST STANDARD OF PROCEDURES AND PRACTICES FOLLOWED BY THE CORPORATE WORLD SO AS TO HAVE TRANSPARENCY IN ITS FUNCTIONING WITH AN ULTIMATE AIM TO MAXIMISE THE VALUE OF VARIOUS STAKEHOLDERS.

3. CORPORATE GOVERNANCE
WHAT IS CORPORATE GOVERNANCE – PROCESSES AND STRUCTURE BY WHICH BUSINESS AND AFFAIRS OF CORPORATE SECTOR IS DIRECTED AND MANAGED
OBJECTIVE OF CORPORATE GOVERNANCE a) TO BUILD UP AN ENVIRONMENT OF TRUST AND CONFIDENCE AMONGST THOSE HAVING COMPETING AND CONFLICTING INTEREST
b) TO ENHANCE SHAREHOLDERS’ VALUE AND PROTECT THE INTEREST OF OTHER STAKEHOLDERS BY ENHANCING THE CORPORATE PERFORMANCE AND ACCOUNTABILITY

4. GLOBAL INITIATIVES TO IMPOSE CORPORATE GOVERNANCE
SIR ADRIAN CADBURY COMMITTEE – TO ADDRESS THE ISSUES RELATED TO CORPORATE GOVERNANCE IN UNITED KINGDOM
CORPORATE GOVERNANCE REPORT OF SINGAPORE GOVERNMENT
SARBANES-OXLEY ACT, 2002 BY THE AMERICAN CONGRESS WHICH CAME INTO EFFECT IN JULY 2002 – TO ADDRESS ALL THE ISSUES ASSOCIATED WITH CORPORATE FAILURES TO ACHIEVE QUALITY GOVERNANCE AND TO RESTORE INVESTORS’ CONFIDENCE

5. IMPLEMENTATION OF CORPORATE GOVERNANCE IN INDIA
SHRI KUMAR MANGALAM COMMITTEE – CONSTITUTED IN MAY 1999 TO PROMOTE AND RAISE THE STANDARD OF CORPORATE GOVERNANCE IN INDIA
MANDATORY RECOMMENDATIONS OF BIRLA COMMITTEE:
APPLIES TO LISTED COMPANIES WITH PAID UP CAPITAL OF Rs.3 CRORE AND ABOVE
COMPOSITION OF BOARD OF DIRECTORS – OPTIMUM COMBINATION OF EXECUTIVE & NON-EXECUTIVE DIRECTORS
AUDIT COMMITTEE – WITH 3 INDEPENDENT DIRECTORS WITH ONE HAVING FINANCIAL AND ACCOUNTING KNOWLEDGE.

6. MANDATORY RECOMMENDATIONS OF BIRLA COMMITTEE
REMUNERATION COMMITTEE
BOARD PROCEDURES – ATLEAST 4 MEETINGS OF THE BOARD IN A YEAR WITH MAXIMUM GAP OF 4 MONTHS BETWEEN 2 MEETINGS. TO REVIEW OPERATIONAL PLANS, CAPITAL BUDGETS, QUARTERLY RESULTS, MINUTES OF COMMITTEE’S MEETING.
DIRECTOR SHALL NOT BE A MEMBER OF MORE THAN 10 COMMITTEE AND SHALL NOT ACT AS CHAIRMAN OF MORE THAN 5 COMMITTEES ACROSS ALL COMPANIES
MANAGEMENT DISCUSSION AND ANALYSIS REPORT COVERING INDUSTRY STRUCTURE, OPPORTUNITIES, THREATS, RISKS, OUTLOOK, INTERNAL CONTROL SYSTEM
INFORMATION SHARING WITH SHAREHOLDERS

7. NON-MANDATORY RECOMMENDATIONS OF BIRLA COMMITTEE
ROLE OF CHAIRMAN
REMUNERATION COMMITTEE OF BOARD
SHAREHOLDERS’ RIGHT FOR RECEIVING HALF YEARLY FINANCIAL PERFORMANCE
POSTAL BALLOT COVERING CRITICAL MATTERS LIKE ALTERATION IN MEMORANDUM ETC
SALE OF WHOLE OR SUBSTANTIAL PART OF THE UNDERTAKING
CORPORATE RESTRUCTURING
FURTHER ISSUE OF CAPITAL
VENTURING INTO NEW BUSINESSES

8. IMPLEMENTATION OF RECOMMENDATIONS OF BIRLA COMMITTEE
BY INTRODUCTION OF CLAUSE 49 IN THE LISTING AGREEMENT WITH STOCK EXCHANGES
PROVISIONS OF CLAUSE 49
COMPOSITION OF BOARD - IN CASE OF FULL TIME CHAIRMAN, 50% NON-EXECUTIVE DIRECTORS AND 50% EXECUTIVE DIRECTORS
CONSTITUTION OF AUDIT COMMITTEE – WITH 3 INDEPENDENT DIRECTORS WITH CHAIRMAN HAVING SOUND FINANCIAL BACKGROUND. FINANCE DIRECTOR AND INTERNAL AUDIT HEAD TO BE SPECIAL INVITEES AND MINIMUM 3 MEETINGS TO BE CONVENED.
RESPONSIBLE FOR REVIEW OF FINANCIAL PERFORMANCE 0N HALF YEARLY/ANNUALLY BASIS; APPOINTMENT/ REMOVAL/REMUNERATION OF AUDITORS; REVIEW OF INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

9. CLAUSE 49 REQUIREMENTS
REMUNERATION OF DIRECTORS – REMUNERATION OF NON-EXECUTIVE DIRECTORS TO BE DECIDED BY THE BOARD. DETAILS OF REMUNERATION PACKAGE, STOCK OPTIONS, PERFORMANCE INCENTIVES OF DIRECTORS TO BE DISCLOSED
BOARD PROCEDURES – ATLEAST 4 MEETINGS IN A YEAR. DIRECTOR NOT TO BE MEMBER OF MORE THAN 10 COMMITTEES AND CHAIRMAN OF MORE THAN 5 COMMITTEES ACROSS ALL COMPANIES
MANAGEMENT DISCUSSION & ANALYSIS REPORT – SHOULD INCLUDE:
INDUSTRY STRUCTURE & DEVELOPMENTS
OPPORTUNITIES & THREATS
SEGMENT WISE OR PRODUCT WISE PERFORMANCE

10. CLAUSE 49 REQUIREMENTS
MANAGEMENT DISCUSSION & ANALYSIS REPORT – TO INCLUDE:
OUTLOOK
RISKS & CONCERNS
INTERNAL CONTROL SYSTEMS & ITS ADEQUACY
DISCUSSION ON FINANCIAL PERFORMANCE
DISCLOSURE BY DIRECTORS ON MATERIAL FINANCIAL AND COMMERCIAL TRANSACTIONS WITH THE COMPANY
SHAREHOLDERS INFORMATION - BRIEF RESUME OF NEW/RE-APPOINTED DIRECTORS, QUARTERLY RESULTS TO BE SUBMITTED TO STOCK EXCHANGES AND TO BE PLACED ON WEB-SITE, PRESENTATION TO ANALYSTS

11. CLAUSE 49 REQUIREMENTS
SHAREHOLDERS’/INVESTORS GRIEVANCE COMMITTEE UNDER THE CHAIRMANSHIP OF INDEPENDENT DIRECTOR. MINIMUM 2 MEETINGS IN A YEAR
REPORT ON CORPORATE GOVERNANCE AND CERTIFICATE FROM AUDITORS ON COMPLIANCE OF PROVISIONS OF CORPORATE GOVERNANCE AS PER CLAUSE 49 IN THE LISTING AGREEMENT

12. RECENT DEVELOPMENTS
COMMITTEE HEADED BY SHRI NARESH CHANDRA CONSTITUTED IN AUGUST 2002 TO EXAMINE CORPORATE AUDIT, ROLE OF AUDITORS, RELATIONSHIP OF COMPANY & AUDITOR
RECOMMENDATION OF NARESH CHANDRA COMMITTEE:
RECOMMENDED A LIST OF DISQUALIFICATIONS FOR AUDIT ASSIGNMENTS LIKE DIRECT RELATIONSHIP WITH COMPANY, ANY BUSINESS RELATIONSHIP WITH CLIENT, PERSONAL RELATIONSHIP WITH DIRECTOR
AUDIT FIRMS NOT TO PROVIDE SERVICES SUCH AS ACCOUNTING, INTERNAL AUDIT ASSIGNMENTS ETC. TO AUDIT CLIENTS
AUDITOR TO DISCLOSE CONTINGENT LIABILITIES & HIGHLIGHT SIGNIFICANT ACCOUNTING POLICIES

13. RECENT DEVELOPMENTS RECOMMENDATION OF NARESH CHANDRA COMMITTEE:
AUDIT COMMITTEE TO BE FIRST POINT OF REFERENCE FOR APPOINTMENT OF AUDITORS\
CEO & CFO OF LISTED COMPANY TO CERTIFY ON FAIRNESS, CORRECTNESS OF ANNUAL AUDITED ACCOUNTS
REDEFINITION OF INDEPENDENT DIRECTORS – DOES NOT HAVE ANY MATERIAL, PECUNIARY RELATIONSHIP OR TRANSACTION WITH THE COMPANY
COMPOSITION OF BOARD OF DIRECTORS
STATUTORY LIMIT ON THE SITTING FEE TO NON-EXECUTIVE DIRECTORS TO BE REVIEWED
RECOMMENDATIONS HAVE FORMED PART OF COMPANIES (AMENDMENT) BILL, 2003

14. RECENT DEVELOPMENTS
SEBI CONSTITUTED A COMMITTEE HEADED BY SHRI N. R. NARAYANA MURTHY TO REVIEW EXISTING CODE OF CORPORATE GOVERNANCE
RECOMMENDATIONS:
STRENGHTENING THE RESPONSIBILITIES OF AUDIT COMMITTEE
IMPROVING QUALITY OF FINANCIAL DISCLOSURES
UTILISATION OF PROCEEDS FROM IPO
TO ASSESS & DISCLOSE BUSINESS RISKS
FORMAL CODE OF CONDUCT FOR BOARD
WHISTLE BLOWER POLICY TO BE PALCE IN A COMPANY PROVIDING FREEDOM TO APPROACH THE AUDIT COMMITTEE
SUBSIDIARIES TO BE REVIEWED BY AUDIT COMMITTEE OF HOLDING COMPANY

15. CG in Wipro Board Composition
8 Directors including 6 non-executive Independent Directors
Independent Director criteria
Board Membership criteria
BoD take care of selecting & evaluating CEOs, other Directors, Auditors and reviewing & monitoring company plans, actions
Mix and Proportion of Independent Directors
Selection of new Directors
Tenure and Compensation
No limitation on other Board services
New Director orientation

16. CG in Wipro Board Meetings Scheduling and place of Meetings
Agenda for meetings
Advance distribution of materials
Attendance at meetings
Fees and allowance for the meetings
Independent meetings of the Independent Directors
Board Committees
Audit Committee
Compensation & Benefits Committee
Nominating and Corporate Governance Committee
Shareholders’/Investors’ Grievance and Administrative Committee

17. CG in ONGC Board Of Directors
16 Directors comprising of 7 EDs including Chairman & MD (with one vacancy) and 9 Non-EDs (3 Part-time Official Directors, 1 Director representing the subsidiary and 5 others)
Board Procedure
Strategic and business plans & policies
Annual operating and capital budgets
Investment and exposure limits
Compliance with statutory/regulatory and review of major legal and contractual issues
Adoption of quarterly/half-yearly & annual provisional and audited financial results
Transaction pertaining to capital purchase/disposal assets, major provisions and write-off

18. CG in OnGC Review of Management Management Responsibilities
Performance review and succession planning
Board performance review
Performance review of CEOs, Directors
Management Responsibilities
Financial Statements and Disclosures
Strategic planning
Annual Operating Plans and Budgets
Effective Management and Organizational Structure
Internals Controls and Procedures
Disclosure Controls and Procedures

19. CG in ONGC Committees Of The Board AUDIT & ETHICS COMMITTEE
REMUNERATION COMMITTEE
SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE
HUMAN RESOURCE MANAGEMENT COMMITTEE
PROJECT APPRAISAL COMMITTEE
SHARE TRANSFER COMMITTEE
HEALTH, SAFETY & ENVIRONMENT COMMITTEE
POLICY & PLANNING COMMITTEE

20. n
MEDIA AND CSR

21. HOW MEDIA CAN PLAY A ROLE IN CG
Can drive politicians to introduce corporate law reforms or
enforce corporate laws in the belief that inaction would
hurt their future political careers.
Media attention could affect reputation through the
standard channel that most economic models emphasize.
Media attention affects not only managers’ and board
members’ reputations in the eyes of shareholders and
future employers, but media attention affects their
reputation in the eyes of society at large

22. Standard Framework (e.g. IBM)
Environmental policy and management system
The Environmental Master Plan of IBM
Policies apply across its Suppliers, Contractors and even many of its Partners
Compliance to quality standards
IBM, first company to get single ISO 14001
Material use and management of wastes
IBM re-uses/recycles or chemically treats hazardous wastes
Energy use and energy management
IBM saved 390 M kwhr of electricity, 2.2 M gallons of Oil and reduced emission of CO2 by 0.22 M Tons