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

2. 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.

3. 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!

4. 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

5. 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

6. Thank You