Welcome to the Centre for Corporate Governance
Welcome to Deloitte's Centre for Corporate Governance. The centre aims to promote a dialogue in the critical areas of corporate governance among industry bodies, companies and their boards of directors and senior management, professional services firms, academia, government and others. This site is designed to discuss governance related issues for the Indian boards and their committees. The site contains a diverse collection of resources and thought leadership from Deloitte including third party resources. We invite you to browse through the available resources, contribute the relevant content and provide your feedback.
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Governance in the news
This section highlights some recent important developments in India from regulatory and governance perspective.
- One female independent director must in companies with more than five or more independent directors: MCA, Companies Bill 2009
- Asian Corporate Governance Association (ACGA) releases its whitepaper on corporate governance in India
- NASSCOM issues new guidelines for IT-BPO sector
- Asian Corporate Governance Association (ACGA) releases its whitepaper on corporate governance in India
- MCA releases voluntary guidelines on Corporate Governance and Corporate Social Responsibility
- CII release a voluntary corporate governance code
- ICSI releases recommendations to strengthen corporate governance framework
- MCA introduces Companies Bill 2009
Global Corporate Governance Briefing
Deloitte’s Global Corporate Governance Briefing is your quarterly review of the latest developments in corporate governance and boardrooms from around the world. In the current environment, regulators, governments, and investors alike are contemplating significant changes to governance practices at companies in number of countries. This briefing aims to provide you insights into these changes.
This briefing discusses 10 key issues for boards and their organizations to address in the year ahead. Governance specialists from Deloitte member firms around the globe - Asia, Europe and the Americas - have provided their insights to create articles that discuss each of these ongoing boardroom priorities within the context of today’s challenging business environment.
Review of the companies bill 2008
These documents provide a more in depth review of certain key governance developments with respect to the Companies Bill 2008 as proposed by the Ministry of Corporate Affairs in its report dated 27th October, 2008.
- Accounts and audits: This document seeks to dissect the new provisions concerning ‘Accounts and Audit’ in the bill and highlights the changes and some shortcomings and incongruities in certain areas.
- Directors: This document vividly brings out the salient features of the Companies Bill, 2008 relating to directors.
- Critical issues regarding directors (Chapter XI): The bill presents some new provisions on the role and responsibilities of directors. This article makes a critical analysis of significant proposals relating to directors.
- Corporate securities: The bill has proposed several changes with regard to issue of shares, debentures, transfer and transmission of shares, refusal to register transfers, rectification of register of members and the like. These proposals are briefly outlined here.
India insights podcasts
India Insights is a complimentary audio news series that examines important business issues of the day. The latest episodes in this series include:
Dig Deeper
MCA: National Voluntary Guidelines on Social, Economical & Environmental responsibilities of Business
The guidelines are a refinement over the CSR Voluntary Guidelines 2009, released by the MCA in December 2009. This document represents the consolidated perspective of vital stakeholders in India, and accordingly lays down the basic requirements for businesses to function responsibly, thereby ensuring a wholesome and inclusive process of economic growth.
Board effectiveness
- Director's Alert - 11 of 2011: Governance specialists from Deloitte member firms around the globe have provided local and international insights to create articles that discuss 11 boardroom priorities within the context of today’s challenging business environment.
- Board Leadership Services: As Indian companies experience a changing regulatory landscape, rapid growth and international expansion, they should look to adopt prudent measures to safeguard shareholder interests. The centre facilitates a range of assessment services to help corporate boards and their sub-committees in gauging their performance and effectiveness.
- Candour in the cockpit – The board, Reinvented: Ineffective boards today represent the biggest risk to their
organizations, but those boards that are prepared to change the culture can transform this risk into phenomenal opportunity. The document describes various ways to reinvent the board of directors as a strategic asset for the organization. - Review of corporate governance practices of Indian corporates: The study report examines the practice of corporate governance in 42 companies across 12 sectors that represent the vital sections of the Indian industry. It also points out concerns about quality of enforcement, companies taking box ticking approach, deviating from the spirit of compliance laws. It also suggests strengthening evaluation processes of the functioning of the board and its subcommittees.
- Risk Intelligent Enterprise: Some business sectors manage industry-specific risks with a high degree of sophistication; others have a less refined approach. But it is a rare company, we contend, that intelligently manages the full spectrum of risk by assessing and addressing risk from all perspectives and quarters. The document provides an insightful definition of Risk Intelligence and discussed key concepts.
- New Indian Manager: The ‘New Indian Manager’ will need to scale up and broaden competencies and skills as the globalization and competitiveness of Indian business continues. The paper discusses six key characteristics of the new Indian manager that will require significant scaling in months and years to come in order to keep pace with the changing business needs.
Self assessment tools
The audit committee has become, in recent years, one of the main pillars of the corporate governance system in public companies. With new responsibilities and increasing complexities, being a member of the audit committee has never been more challenging. To help respond to this, and to facilitate the evaluation process, we have developed tools that provides audit committee members with a comprehensive checklist of what is required of them to establish good corporate governance.
- Audit Committee performance assessment tools: The tool is a checklist for various actions expected of the Audit Committee in respect of its membership, procedures and resources, roles and responsibilities, relationship with the Board. The responses to each of these items has to be supported by comments/ evidence to justify the same.
- Audit Committee effectiveness assessment tools: The tool is designed in the form of a checklist of Audit Committee functions which have to be rated on a graded scale of perceived effectiveness in the areas of risk management, financial reporting and compliance, internal control environment, and corporate governance.
Tax alerts and guides
India Insights is a complimentary audio news series that examines important business issues of the day. The latest episodes in this series include:
- Direct Tax Code Alert: The Finance Minister has released the Direct Tax Code Bill, 2009 along with a discussion paper on 12 August 2009 inviting the public to share their views and suggestions. This Deloitte alert provides key highlights of the Code as summarised in the discussion paper.
- Indirect Tax Alerts: Deloitte's continuous alerts keep you updated with the latest that's happening in Indirect Taxes.
- International Tax and Business Guides: Deloitte's International Tax and Business Guides help potential investors understand the investment climate, operating conditions, and tax system of most major trading jurisdictions. The Guides are supplemented by the Country Highlights series, which provide a quick overview of the tax landscape of more than 120 jurisdictions.
Hot Topics
Related Party Transactions and Minority Shareholder Rights new
The report, based on the OECD Principles of Corporate Governance, focuses on the corporate governance framework that manages related party transactions with the aim to protect minority investors. It covers over 30 jurisdictions, including in-depth reviews of Belgium, France, Israel, Italy and India.
Women in the Boardroom: A global perspective
The document presents an overview of a number of current initiatives around the world, both legal and regulatory, to increase the number of women serving on corporate boards.
Reform priorities for Corporate Governance in Asia: Taking Corporate Governance to a Higher Level
This consensus report by the Asian Roundtable on Corporate Governance defines corporate governance reform priorities in Asia and makes recommendations that reflect the specific conditions and needs within the region. It includes an overview of corporate governance frameworks in 13 Asian economies.
Corporate Governance Reforms in India
The current corporate governance regime in India straddles both voluntary and mandatory requirements. It remains to be seen whether some of the more recent voluntary corporate governance measures will become mandatory for all companies through a comprehensive revision of the Companies Act.
Corporate Governance in Asia: Challenges and Concerns new
In 2009, Asian Roundtable on Corporate Governance (‘Asian Roundtable’) participants agreed to undertake a stock-take of developments and remaining challenges in Asian corporate governance. Nineteen respondents representing the public and private sectors, from all 13 Asian Roundtable economies, devoted their time and resources to answer an exhaustive questionnaire. This report captures the summary of their responses.
European Corporate Governance Report 2011: Challenging Board Performance
This publication highlights corporate governance practices and performance of a group of European countries. Included is data collected from and commentary related to over 400 public companies in 15 countries.
Risk Intelligent Strategy
This paper is written for boards of directors and senior executives – the people responsible, in their capacity as strategic leaders, for identifying and responding to the killer risks and game-changing opportunities that face an enterprise. In this paper, we discuss why boards and directors often suffer from an incomplete understanding of strategic risk – and what they can do to avoid being blindsided by the unexpected.
CLSA Special Report - Quant at Work
This report looks back over five years of CLSA’s Corporate Governance Scores and strips out other correlated factors such as market, industry, size, etc, to measure the added price return that comes solely from companies standing on the corporate governance score with all else being held equal.
Independent Non-Executive Directors A Search for True Independence in Asia
The CFA Institute Centre for Financial Market Integrity believes that board composition and independence are fundamental issues in corporate governance, especially in Asia.
Given the importance of truly independent directors in Asia, this study examined ways to ensure that so-called independent directors are, in fact, independent.
MCA: Voluntary guidelines on Corporate Governance and CSR
Keeping in view the objective of encouraging the use of better practices through voluntary adoption, the Ministry has decided to draft a set of voluntary guidelines which not only serve as a benchmark for the corporate sector but also help them in achieving the highest standard of corporate governance.
Role of independent directors in corporate governance practices
Amongst few of the most pragmatic and positive features of the Companies Bill, 2008 are the provisions relating to the role and appointment of independent directors, hitherto, not present in the Companies Act of 1956. The benefits of the having independent directors on the boards of companies has been immensely fruitful in terms of implementation of principles of good corporate governance amongst Indian industries in India.
Risk intelligent governance, A practical guide for boards
This publication advises boards on their risk oversight responsibilities by providing six areas of focus and action-oriented steps, questions for management, and tools that may help the board implement improvements in each area.
Key issues faced by directors
The ongoing economic uncertainty increases risk for many organizations. Directors may feel corporate governance in the current environment consists mostly of deciding what fire to put out first. Effective governance, however, must find a way to identify and tackle all these fires at once. This briefing discusses some of the key issues facing organizations today, to help boards through these vitally important challenges.
ICGN Global Corporate Governance Principles
The aim of these Principles is to assert standards of corporate governance to which we believe that all companies should aspire. By seeking to live up to high quality corporate governance standards, companies will be better able to take the decisions which will protect and enhance value for their long-term shareholders.