2. Corporate Governance in India and the EU The 6 Guiding Principles Raj Lakha, CEO www.corporatefinanceindia.com

3. Q. What is Governance ? A set of constant principles (The New Oxford Dictionary of English) (‘The Bible of the organisation’) ‘Corporate governance is about ethical conduct in business’ (Narayan Moorthy Committee 2003) Q. What’s it all about? Preventing an Enron type collapse Listing & Fund Raising Demonstrates Corporate Social Responsibility (CSR)

4. Comparative Study of Corporate Governance Codes relevant to the European Union and its Member States Weil, Gotshal & Manges LLP, March 2002 (EU Report)

5. The EU Experience:

8. “… effective internal control systems contribute to minimise financial, operational and compliance risks and enhance the quality of financial reporting”. Directive 2006/43/EC of the European Parliament and the Council of 17 May 2006 on statutory audit of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC, OJ L157 of 9.6.2006, p. 87 Statement of the European Corporate Governance Forum on Risk Management and Internal Control, June 2006 – it’s all about risk control and improving financial reporting

9. The Indian Experience: Report of the Kumar Mangalam Birla Committee on Corporate Governance Securities and Exchange Board of India (SEBI), 2000 (focus on governance in general and market efficiency; clause 49 in the Listing Agreement to have a greater focus on Boardroom oversight)Securities and Exchange Board of India (SEBI) Naresh Chandra Committee 2002 (Auditor-Company relationship) Narayana Moorthy Committee, 2003 review of performance/effectiveness of Corporate Governance fine tuning of clause 49 – wider reach and Directors Reporting/disclosure The Indian Experience:

10. Governance Code reduce risks – ‘we’re serious’ Who Resources Identifying Key Corporate Risks (internal & external) Governance Monitoring (Isomorphicity) Governance Implementation CGI/Performance Indicators Governance Culture (6 C’s) Internal Audit Who When Reporting & Disclosure Continual Improvement to reduce Risks of corporate and market failure Corporate Governance System Corporate Governance

11. Conclusion Governance is a means to an end (staff motivation- profit – value – CSR) Sources of Information There are tens of thousands of sources of information. Possibly the best Portal is with the Institute of Chartered Accountants in England & Wales (www.icaew.co.uk) :www.icaew.co.uk http://www.icaew.co.uk/library/Index.cfm?AUB=TB2I_7269