A Comparitive Study of Corporate Governance in India and Companies Around the World

The board carries out the duties in regard to the interest of the companies’ shareholders, staff,

1. Financial Publics: The Company’s Board of Directors, which is elected by the stockholders, is the ultimate decision-making body of the Company, except with respect to matters reserved to the stockholders. The Board selects the Chief Executive Officer and other senior executives of the Company, who are charged with directing the Company’s business. The primary function of the Board is oversight—defining and enforcing standards of accountability that enable executive management to execute their responsibilities fully and

CEO: Serve as the team leader and final decision maker for the company. The CEO is the face of the organization and will be the primary voice for any public statements made.

It is essential that the role, duties and responsibilities of directors are clearly defined. The Combined Code (2006) states that “the board’s role is to provide entrepreneurial leadership of the company within a framework of prudent and effective controls which enables risk to be assessed and managed”.

2. Are the roles of the chairperson and chief executive officer (CEO) exercised by different individuals? This clear division of responsibility would help to counterbalance the power and influence of the CEO in the decision making of the company’s directors. Furthermore, this would enhance the supporting role that may be assumed by the chairman in being the CEO’s confidante.

Although each member has specific role, they all are strategically aligned. The CEO role is to manage the entire company. With this function, the CEO is much involved in succession planning for the company. The board of director’s role is assist with any decision making for the company. Mlot and Sorensen (2013) mentions that five board members provide practical advice to HR organizations regarding succession planning. Human resource role is recruiting and developing talent. With this function, human resource plays a critical role in selecting and developing talent for succession

It is the board's responsibility to consider and authorize a suitable remuneration package for the company's chief executive officer (CEO), make recommendations with respect to the attractiveness of dividends and dividends pay out, approve stock splits, form the audit committees, approve the company's financial statements, oversee management’s involvement in the shareholders and other stakeholders long-term interests and recommend or discourage major decisions such as acquisitions and mergers.

Work with Board of Directors to establish, implement and maintain the corporate mission and vision and assist with setting the strategic direction of the organization.

The role of a director typically includes: (1.) acting on behalf of the corporation and its best interests with an appropriate duty of care at all times (2.) acting with loyalty to the corporation and its shareholders

I had reviewed companies must have corporate governance committee combined entirely of independent directors together. In addition to, identifying individuals qualified to become board members, develops and recommends to the board has arranged of corporate governance principles and applied to the company as following;

The Office of the Chairman is responsible for the overall operation of the Company and implementing the policies set by the Board of Directors (Elliott 34). See Appendix B for the names and positions of top managers.

The audit committee is responsible for the following. It is responsible for reviewing the financial statements, for reviewing the company's compliance and control systems, for monitoring the effectiveness of the internal audit function, assessing the independence and objectivity of the external auditors, and ensuring the employees have the opportunity to raise concerns about matters of financial reporting. The audit committee supports the Board. Ultimately, because the audit committee is comprised of members of the Board, they are elected by the shareholders. Should the shareholders decide, they can replace these members at the annual meetings.

The Board also has sub-committees which deal with specific issues. These include Audit Committee, Compensation Committee, Corporate Governance and Nominating

Does the Board or audit committee understands and exercises oversight responsibility over financial reporting and internal control?

This paper critically analyses the independence of the internal audit function through its relationship with management and the audit committee. Given the growing role of internal auditing in contemporary corporate governance and independence has gained renewed attention.