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.

Companies Act, 2013new

Performance Evaluation of Boards and Directors

One of the important new requirements mandated by the Companies Act 2013 is Board, Committee and Directors evaluations. The document reviews these as well as some global requirements on evaluations and provides guidance in terms of key assessment factors, process to be followed and key considerations to keep in mind while performing evaluations.

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New Board Dynamics - Composition, roles, responsibilitis of the board under the Companies Act, 2013
The New Act has made several significant changes, which seek to redefine the board governance in India. We summarise the important new provisions of the New Act, which relate to the boards.
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Audit Committee and other Board Committees - Roles and responsibilities under the Companies Act, 2013
This quick reference guide presents a summary of the key changes in the New Act in relation to the board committees along with some of the questions and action steps that management and the members of the committees should consider in response.
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Companies Act, 2013 - Fresh Thinking for a New Start
The 2013 Act has been developed with a view to enhance self–regulation, encourage corporate democracy and reduce the number of required Government approvals. This paper is prepared keeping the provisions of the 2013 Act and does not capture provisions of the Draft Rules as these are subject to change once the feedback of the stakeholders is received by MCA.
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Companies Act, 2013 - Key Highlights
The Indian Parliament has passed the Companies Bill, 2013 on 8 August 2013. This document summarizes key highlights of the Bill. A detailed analysis will follow separately.
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Dig Deeper

Governance of Subsidiaries - A survey of global companies new

Governance of subsidiaries is one of the important aspects of the new Companies Act. Deloitte conducted an online survey of its Lead Client Service Partners serving the firm’s select global clients in manufacturing and related industries. This report summarizes the key findings of the survey and also provides commentary on some of the important aspects of subsidiary governance.

Directors' Alert 2014

The fifth edition of the Directors' Alert, an annual publication examining some of the top challenges likely to face companies and their boards of directors in 2014, focuses on governance topics such as innovation, technology, productivity, strategy, leadership, regulation, and diversity. Each article includes questions that board directors may ask to further explore these challenges with their own boards, as well as additional resources, and input from Deloitte subject matter experts across the globe.

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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.

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Aftershock - Adjusting to the new world of Risk Management

This publication captures the findings from a survey of 192 U.S. executives conducted by Deloitte and Forbes Insights in 2012. The survey finds that post the latest global economic crisis, companies are still operating in a volatile, highly changeable risk environment and they are still working hard to make sense of this environment. A stunning 91% plan to reorganize and reprioritize their approaches to risk management in some form in the coming three years.

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Board effectiveness

  • 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.
  • 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.
  • 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. Posted with permission from National Foundation for Corporate Governance, copyright 2009
  • 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.

Hot Topics

SEBI’s Corporate Governance Norms for Listed Companies

Securities and Exchange Board of India (SEBI) at its Board Meeting held on 13 February 2014 took major policy decisions. The document captures summary of key changes proposed for listed companies. 

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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.

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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.

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Posted with permission from The Conference Board Inc., copyright 2011.

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.

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Posted with permission from OECD Publishing, OECD, copyright 2011.

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.

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Related Party Transactions and Minority Shareholder Rights

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.

OECD (2012), Related Party Transactions and Minority Shareholder Rights, OECD Publishing

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