1. SOUTH AFRICA

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

3. Accounting & Auditing –Accounting & Auditing – (i)Financially literate directors (ii)Written terms of reference in annual report Relations with shareowners-Relations with shareowners- Communications-Communications- Reporting shud be clear & include non- financial as well as financial matters. 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. 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. SEBI formally estd the committee in May 1999, chaired by Sh. Kumar Mangalam Birla.

6. BOD –BOD – It recommends that not less than 50% of the Board comprised of non-executive directors It recommends that not less than 50% of the Board comprised of non-executive directors Nominee 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. 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-Chairman of the Board- The Code recognizes that the roles may be combined & performed by one individual. The Code recognizes that the roles may be combined & performed by one individual.

7. Audit committee-Audit committee- (i)A qualified & independent audit committee (ii)Min of 3 members Remuneration committeeRemuneration committee Board procedures –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. 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-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. 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-Manner of implementation- co. shud have a separate section on corporate governance in its annual report, including a detailed compliance report. 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. 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 meetingsTransparency of ownership & control, shareholder meetings Structure & responsibilities of BOD-Structure & responsibilities of BOD- 5 to 10 members, at least 2 of whom shud have appropriate experience of finance/accounting practices. 5 to 10 members, at least 2 of whom shud have appropriate experience of finance/accounting practices. Minority shareholder protectionMinority shareholder protection Accounting & accounting-Accounting & accounting- 1 member representing minority shareholders in the committee. 1 member representing minority shareholders in the committee.

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

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

14. Independent auditing –Independent auditing – An independent auditor shud express clearly their opinion on the financial statements. An independent auditor shud express clearly their opinion on the financial statements. Fiscal council –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. 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 interestConflicts & conflicts of interest The Code of conduct shud include :- 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. 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 : 4 basic principles of the Code are : Transparency, Fairness, Accountability, Corporate responsibility Transparency, Fairness, Accountability, Corporate responsibility