Practical Guide to Corporate Governance: Experiences from the Latin American Companies Circle

‘The Practical Guide to Corporate Governance: Experiences from the Latin American Companies Circle’ highlights the challenges, priorities and tangible benefits of adopting leading corporate governance practices in the region. The publication offers a first look at Latin American Companies results during the recent period of financial crisis showing that firms recognized for better corporate governance practices suffered less damage than average listed Latin American companies. It also provides empirical research over previous years showing better operational and market results for the corporate governance-focused firms than for other Latin American companies, and also includes extensive hands-on guidance and relevant examples aimed at supporting companies’ efforts to improve their governance practices.

The publication was developed by the Latin American Companies Circle, a group of 12 Latin American firms recognized for their corporate governance leadership in the region – with the support of IFC, Organisation for Economic Cooperation and Development and the Global Corporate Governance Forum

For more details, please refer to: click here....

Corporate Governance and Financial Crisis: Key Finding and main Messages

The financial crisis has revealed severe shortcomings in corporate governance. When most needed, they often failed to provide the checks and balances that companies need in order to cultivate sound business practices. The earlier study – Corporate Governance Lesson from the Financial Crisis’ provided a first overview of these shortcomings and the resulting challenges. A follow-up paper – ‘‘Corporate Governance and Financial Crisis: Key Finding and main Messages’, examines in more depth and generality strengths and weaknesses in key areas. The findings in the follow-up paper will provide the basis for a set of recommendations that will be issued by OECD later this year.

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King Code of Governance for South Africa 2009 (King III)

The King III Report on Corporate Governance in South Africa and Code were released on 1 September 2009. This report developed in light of the released new Companies Act of 2008 and changes in international governance trends.

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Ten Principles of Corporate Governance of the Luxembourg Stock Exchange

The Ten Principles of Corporate Governance of the Luxembourg Stock Exchange has recently undergone a general revision. The revised version has been validated and enforceable from 1 October 2009.

Two years following the implementation of the original corporate governance principles, the Luxembourg Stock Exchange deemed it necessary to update the principles. The main aim for revision was the adaptation of the principles to current legal practices and international business realities.

The revised version has maintained the original structure of the ten principles by continuing to rely on three sets of rules: principles (“comply”); recommendations (“comply or explain”), that is to say apply or explain if they do not apply; and finally guidelines. These revised ten principles, therefore, represent a framework of corporate governance that is highly flexible and suitable for all types of businesses operating in Luxembourg.

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Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009

Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009 was published in October 2009 and is effective for the accounting periods ending on or after 31 December 2009. The Guidance is based on three principles covering - the process which directors should follow when assessing Going Concern, the period covered by the assessment and the disclosures on Going Concern and liquidity risk. The Guidance applies to all companies and in particular addresses the statement about Going Concern that must be made by directors of listed companies in their annual report and accounts. It supersedes the Guidance for Directors of Listed Companies that was issued in 1994.

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Taxation of Limited Liability Partnership

The Ministry of Corporate Affairs released a press note dated 10th July 2009 on Taxation of Limited Liability partnership.

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Companies declared by Central Government as Nidhis

In exercise of the powers conferred by subsection (1) and (2) of section 620A of the Companies Act, 1956 (1 of 1956), the Central Government vide Notification No. GSR 522(E) dated July 14, 2009 have declared Companies (as listed in the said notification) to be Nidhis.

Authorization of officers of SFIO for filing and conducting prosecution under the Companies Act 1956

In exercise of the powers conferred by subsection (1) of section 621 of the Companies Act, 1956 (1 of 1956), the Central Government vide Notification No. GSR 540(E) dated July 21, 2009 authorizes Smt. Indrani Sen Chawdhuree, Senior Assistant Director and Shri Shobhit Gupta, Assistant Director of Serious Fraud Investigation Officer, Ministry of Corporate Affairs, for the purpose of filing and conducting prosecution under the Companies Act.

The detail of the notification is published in the Gazette of India, Extraordinary, Part II, Section 3(i) on July 21, 2009.

The Companies Bill 2009

In exercise of the powers conferred by section 53A of the Competition Act 2002 (12 of 2003), the Central Government vide Notification No. SO 1240(E) dated May 15, 2009 establish, with effect from May 15, 2009, the Competition Appellate Tribunal, having HQ at Delhi. The detail of the notification is published in the Gazette of India, Extraordinary, Part II, Section 3(i) on May 15, 2009.

For more details, please refer to:

Amendment to Order dated 25.03.3008 constituting CLB Bench

The Company law Board vide File no. 10/43/3005- CLB dated August 6, 2009 partially modified the Order of even number dated 25 March 2009 i.e. the names of the Members in Para 1(c) (2) be read as follow:

• Shri S Balasubramanian, Chairman
• Shri R Vasudevan, Member

The other provisions of the aforesaid order remain unaltered.

The Order comes into force with immediate effect.

Companies (Electronic Filing and Authentication of Documents) Amendment Rules, 2009

In exercise of the powers conferred by sub- section (1) of section 642 and 610B read with section 610Aand 610E of the Companies Act, 1956 the Central Government vide GSR 642(E) dated September 7, 2009 made the Companies (Electronic Filing and Authentication of Documents) Amendment Rules 2009 to further amend the Companies (Electronic Filing and Authentication of Documents) Amendment Rules 2006. These amended rules are enforceable from 13th September 2009. The detail of the notification is published in the Gazette of India, Extraordinary, Part II, Section 3(i) on September 7, 2009.

For more details, please refer to:

Scheme for Filing of Statutory Documents and other Transactions by Companies in Electronic Mode (Amendment) Scheme 2009

In exercise of the powers conferred by sub- section (2) of 610B of the Companies Act, 1956 the Central Government vide SO 2276 dated September 7, 2009 made the Scheme for Filing of Statutory Documents and other Transactions by Companies in Electronic Mode (Amendment) Scheme 2009. These amended schemes are enforceable from 13th September 2009. The detail of the notification is published in the Gazette of India, Extraordinary, Part II, Section 3(i) on September 7, 2009.

For more details, please refer to:

Companies (Central Government's) General Rules and Forms (Fourth Amendment) Rules, 2009

In exercise of the powers conferred by sub- section (1) of section 642 read with section 610B of the Companies Act, 1956 (1 of 1956) the Central Government vide GSR 643(E) dated September 7, 2009 made the Companies (Central Government’s) General Rules and Forms (Fourth Amendment) Rules 2009 to further amend the Companies (Central Government’s) General Rules and Forms 1956 These amended rules are enforceable from 13th September, 2009. The detail of the notification is published in the Gazette of India, Extraordinary, Part II, Section 3(i) on September 7, 2009.

The amended rules have revised Form No. 1, 5, 44 & 67

For more details, please refer to:

Companies (Central Government's) General Rules and Forms (Fifth Amendment) Rules, 2009

In exercise of the powers conferred by sub- section (1) of section 642 read with section 610B of the Companies Act, 1956 (1 of 1956) the Central Government vide GSR 649(E) dated September 8, 2009 made the Companies (Central Government’s) General Rules and Forms (Fifth Amendment) Rules 2009 to further amend the Companies (Central Government’s) General Rules and Forms 1956 These amended rules are enforceable from 13th September, 2009. The detail of the notification is published in the Gazette of India, Extraordinary, Part II, Section 3(i) on September 8, 2009.

The amended rules have re-revised Forms 24B and 25A.

For more details, please refer to:

Address by Mr. Naresh Chandra, Former Indian Ambassador to USA & Chairman, Special Task Force on Corporate Governance, CII at the "4th Corporate Governance Summit” organized by CII in partnership with NFCG on February 5, 2009 in Mumbai.

It is indeed a great honour to be invited to say a few words, in fact, virtually have the last work in such an important conference as that of today.

Mr. YH Malegam and Mr. Manoj Arora, before me have sketched and practically given all the details of the subject of this session. So I would like to say something new. It is generally said that everything that is needed to be said, has been said. So somebody asked this - why this discussion is going on? and somebody replied that the important thing is everyone has not said. So we have to go through this. What I would like to point out is, the way our corporate structure is organized is the main problem that corporate governance and regulators need to address, i.e. is to keep the agency cast out. By agency cast out, I mean the difference in the mis-alignment of objectives between the shareholders who are the principals and management, who are the agents and who act or who are supposed to act on the behalf of the shareholders.

A point, that was unique to the South Asian or South East Asian tradition was very ably brought out by Mr. Malegam is the blurring of lines between owners and management, when it comes to family owned enterprises. I have something to say because I have seen so called highly professional managed enterprises and rest and there are instances when there has been much more mis-management than what happens to this side of the world. But that is a separate issue, I think what has come over the years is that the board of directors and particularly the audit committee has been evolved, which has been described as becoming a sort of intermediary empire to see those who have the fiduciary responsibility to the shareholders, is discharged properly and that is the essence of corporate governance and what the regulator set out to do.

Second aspect is that corporate world is not the entire thing, it is a part of a larger universe that is governance of a country. We offer neglect that if you take the example of organic chemistry, the corporate molecule has a certain valiancy it has bounced to other molecule- some of which are positives and some are negatives, which is intrinsic to corporate molecule itself.

To take 1 or 2 examples, the political molecule, those of you who have the experience of running manufacturing or mining companies and wish to have access to a coal block or iron ore, knows exactly what the expenditure is required to get those licenses and it requires tremendous innovation and creative accounting to finance those kind of arrangements. One can be very brutally frank, but this is not the forum to do so, so I just leave this hanging in the air that there are challenges which management of these companies face. The significant point is IT companies don’t face these challenges and yet that is where the biggest fraud has taken place.

The second aspect is something which can be taken care of by normal functions that is the needs of the shareholders. However the problem comes here when the greed takes over. Every company, every business entity, from the national point of view people look to it to create wealth, to create jobs and to lead to a better level of living for the people, stakeholders, clients and everybody. That is the noble side. The problem arises how to have a system which can regulate, check and maintain a standard when the greed takes over. If I go back to universe which we operate wherein promoters or people have lots of reserves, they don’t want to share with every body. The biggest challenge in India today is the land molecule. The moment you find that funds generated from any business activity have been taken and put into land or land speculation, everybody gets alerted. I have seen that we have this time, despite extreme provocation, provided knee-jerk reaction and I was heartened to see that SEBI chairman said that he will study everything and thereafter finding out the root causes and then he will come to certain reform measures. But one thing which has to be done, is to ask for details about the shares pledged. This is a perfectly valid thing to do. But we have to be bit selective here. Banks routinely ask promoters to pledge shares when they advance more loans for any kind of activity. I think what we have to distinguish is- if it is for the core business of the company or expansion plans and a loan has been taken and a pledge has been insisted upon the banks, it is in a different category altogether. But if shares are being pledged and the money raised, thereby is being used to acquire more and more land in the name of the promoters or family members then there is a problem and that is where we have to check.

We have already covered the difference between just a paper compliance and observing the sprit of corporate governance. I think, what regulator has to do is not to try and be a God of too many small things. If you see the types of compliances which is expected from the secretariat / registrar of companies, it is quite amazing. Notices come for the most minor technical violation and the law is as such that every violation is a criminal offence, because you have to be marched before a magistrate to avoid that right or wrong you immediately compound the case. A whole lot of work and files in the ROC, we discovered are of this type. The result is that the quantity submerges the staff and the quality suffers tremendously. Even today sitting in a board meeting you get reins of papers which are certificates from shop floors coming right at the top through departments, CFO, Secretary, MD. What happens in the board meetings is that very well types certificates are all available. You count them against the check-list and you are satisfied. I think, this is mountain of certified information which comes also acts as a soporific, you have all the compliance certificates in place, you can go to sleep now. The whole thing is whether it is a director, whether it is an auditor, you have to keep your eyes and ears open. There is a world outside of paper, there is a world outside of compliance certificate. That is what has happened. it is not the sophisticated levers or something very subtle which has been maneuvered by the fraudsters at Satyam.

Verification of bank balances is where the fraud has taken place, is at the most elementary basic level and the problem that we find every audit committee tells the external auditor that –‘you are fully authorized to access the bank balances directly from the banks any time’. You gentlemen are fully authorized, so you are fully responsible. To expect that the audit committee after getting toxic papers, will do further forensic research and delve behind the motive of the promoter or the management or the auditor and come up with something great, I think, it is asking for the moon.

I was with a group of independent directors, some of them much more experienced than me, and they were saying do the people really expect us to do all this. It is a great to be honoured when tasks are being assigned that an independent directors will do this and this. If you think independent directors, attending four meetings in a year, will be able to perform the type of task that has been given? We have to revise and tune up the system of work- the way the independent director is appointed or remunerated. A reference has been made to the UK combined code and I would recommend it adoption here. When a person is appointed an independent director, he gets a very detailed complete letter of appointment, saying these are your duties, these are your responsibilities, these are your liabilities under various Acts and default is punishable. Then he is also told that there is an insurance cover that if you get caught or if you involved in a litigation, then that insurance company would look after you. It is really a paper cover. The list of exceptions are so many that I wonder that any body gets any assistance out of it, but it is a moral booster. Then it says, this is your term, 3 years or 5 years subject to approval at the AGM and this is your remuneration. It cannot be altered because it is signed as a contract. What happens in India? - It is 1% of the commission. When my committee was doing a study in 2002, we found that one company out of 20 gives commission. These are profit-making companies. With few honourable exceptions, the amounts are not generous at all. These are not in proportion to the responsibilities that are entrusted on these worthy gentlemen, who are supposed to be super monitors and superior to the auditors. Then you reduce so called independent directors to the board’s decision in relation to what should be the remuneration for the year at the end. Now boards decision is a euphemism, it is actually the will of the controlling shareholders. How is this guy independent? I think, my committee missed, we made some recommendations in this regard, but we should have been more specific. If you have a system of regular annual remuneration, it would ensure that you get the right type of people and that the remuneration is not dependent upon the whim of the promoter shareholders.

The second aspect is that how does tax authorities treat the independent directors. At many places, the directors have got notice from the service tax commissioner, that you are just a consultant or an adviser. SEBI things that we are the part of the controlling executives fully responsible. The tax guys feel that we are an adviser / a consultant so whatever you get, you have to pay service tax. So the different wing of the government have totally different kind of conceptions of what a country director is and this is something that needs to be seen. Very important point was made that we must have the regulatory system in place, which does not dilute managerial initiatives and the spirit of innovation. We had the same fear. In fact, when the report was submitted it was very quickly announced that is accepted, it was December 2002 and people were going overboard towards Sarbanes-Oxley. So I came to know that something to be said in the budget speech, I went and met the then Finance Minister and told him that it is going to send a wrong signal. I must say, if you see his budget speech delivered on the last day of February 2003, there are two lines, which are very important- ‘We will follow these recommendations, bring about improvement but ensure that business enterprise and managerial initiative is not inhibit’. I hope that that will continue to be one of the principal in Government of India’s policy on this matter.

Finally, in Satyam has happened, it has been rightly said, it is not a failure of system, it is failure that system was not followed. I believe, in an earlier session, a question was asked that if Mr. Raju had not confessed- when we would have found out? It is a very pertinent question because that shows that how a small group of people were able to fool a large number of people- auditors, directors for so long and for so vast fund of money. Here the thing is, I have a feeling that this game has been going on for so long.

Second, that diversion has taken place and siphoned money has been used to create a kind of network, which had become self-sustaining. The best secrets are kept by partners in crime. Once you are a part of a network, you have no option but to be loyal to each other and maintain secret, but it is something, which needs to be investigated. I feel, what is required today is very quick investigation. People are asking questions, why did it take so long for the system to provide an opportunity to officers of SEBI to interrogate these people. I was discussing with a SEBI officials in the day and it is amazing how it has been done. It has been done by using the machinery of justice to trump everything else. And it is amazing string of things, when the SEBI officers reach there and they were told that they would be meeting the next day. The people go to the DGP get arrested, get produced before the Magistrate and goes straight to the judicial custody. It is absolutely extra ordinary. I have never heard of such a thing.

Here are people accused of 120B, 420, 477A- criminal breach of trust, criminal conspiracy and the police do not get the custody even for 2 days. If police had custody and centre state relationship being what they are, the SEBI would have had access to them. But sending them to judicial custody gives them a cover of needing court permission and that court permission was delayed. The permission was not given on one technical ground or the other, till the matter had to reach the Supreme Court. This brings out a defect in the system.

I think, government will have to apply its mind that SFIU which was recommended and which I believe is in place then why SFIU and SEBI were not quick enough in their action, why did the ministry had to wait for the report of the ROC. There was a confessional statement by different persons. I believe, some very clever lawyer must have seen all these that ‘you cannot obstruct the course of investigation by confining yourself to executive agencies’. Thus the only method of blocking investigation was to go to the court and judicial custody, which is the lacuna in the system, which people have to study and see how to plug it.

Thank you very much once again.

• Events organized by/ under the aegis of NFCG (July-September 2009)
• Ongoing Research Projects under the aegis of NFCG (July-September 2009)

The following initiatives were undertaken by NFCG (July - September 2009): -

(A) EVENTS ORGANIZED BY / UNDER THE AEGIS OF NFCG

Round Table on Corporate Governances

Confederation of Indian Industry (CII) in partnership with National Foundation for Corporate Governance (NFCG) organized an Interactive Session with Mr. Salman Khurshid, Hon'ble Minister for Corporate Affairs and Minority Affairs & Round Table on Corporate Governance on July 4, 2009 at New Delhi The session focused on interaction between the Hon'ble Minister and the senior representatives from Industry on the recent Corporate Governance issues.

Corporate Governance in SMEs

The conference on Corporate Governance in SMEs was organized by Symbiosis Institute of Management Studies in partnership with NFCG on August 8, 2009 at Nashik. The conference focused on enhancing knowledge on important aspects of good Corporate Governance norms amongst the senior management and board members of SMEs.

International Conference on Convergences of Corporate Governance Norms

The International Conference on Convergences of Corporate Governance Norms was organized by Indian Institute of Technology, Kharagpur Studies in partnership with NFCG on September 5-6, 2009 at Kolkata. The conference aimed to bring together policy framers, corporate executives, government officials, independent directors, market regulators, academicians and researchers from across the nations. It provided a platform to define-redefine issues and practices, highlight best practices and its universal characters which may be adopted in the backdrop of world economic meltdown and also reformulate legal/regulators compliances for corporate governance in the twenty first century.

Seminar on Corporate Compliance Management

The Seminar on Corporate Compliance Management was organized by Institute of Company Secretaries of India in partnership with NFCG on September 6, 2009 at Indore. The Seminar focused on the need for compliance with sprit and details of laws, which cast upon the Company Secretaries and other corporate professionals an onerous responsibility to guide the corporate in adapting the compliance regimes, so as to ensure protection to investors, shareholders and other stakeholders.

Convention on Corporate Risk Management Systems and Business Ethics

The convention on Corporate Risk Management Systems and Business Ethics was organized by Institute of Company Secretaries of India in partnership with NFCG on September 26, 2009 at Lucknow. The Programme aimed at capacity building of participants to create awareness about corporate risk matrix in today's environment, the identification, measurement and mitigation of risks in a systematic manner so that Corporate Sustainability is ensured.

(B) RESEARCH PROJECTS UNDER THE AEGIS OF NFCG

Ongoing Research Projects

• Research on Family Run Business along with case studies- Indian Institute of Management Calcutta (IIMC)
• Research on Corporate Governance in Central Public Sector Enterprises- Indian Institute of Management Calcutta (IIMC)
• Research on Corporate Social Responsibility – Symbioses Institute of Management (SIMS) Pune.
• Research study on Improving Internal Controls for better Corporate Governance – Symbiosis Institute of Management Studies, (SIMS) Pune.
• Research study on Corporate Board Interlock in India and their implications for Good Corporate Governance- Indian Institute of Management Bangalore (IIMB)
• Research project on Group Companies in India – National Law School of India University (NLSIU) Bangalore.
• Case Study on areas relevant to the Corporate Governance – National Law School of India University (NLSIU) Bangalore.
• Research work on Corporate Governance - Jamanalal Bajaj Institute of Management Studies (JBIMS), Mumbai.
• Research study on Corporate Governance Practice in SMEs – Administrative Staff College of India (ASCI) Hyderabad.
• Developing Corporate Governance Norms for SMEs – Indian Institute of Technologies Kharagpur (IITK)
• Research study on Corporate Practice in SLPE in Andhra Pradesh – Administrative Staff College of India, (ASCI) Hyderabad.
• Case Study on Corporate Governance – Management Development Institute (MDI), Gurgaon.
• Study of Corporate Governance and Financial Performance of selected Companies – SP Jain Institute of Management and Research (SPJIMR) Mumbai.
• Audit Committees & Board Committees in PEs – Institute of Public Enterprise (IPE) Hyderabad.
• Research on Triple Bottom line and Corporate Governance – Confederation of Indian Industry (CII), New Delhi.

Events being organized by/under the aegis of NFCG

• Director's Orientation Programmes
• Faculty Orientation Programme
• Seminars / Conferences / Workshops
• Declamation Contest

Directors’ Orientation Programmes

• Audit Committee Programme for Corporate Directors – Indian Institute of Management Bangalore (IIMB) at Bangalore.
• Directors Orientation Programme – Institute of Company Secretaries of India (ICSI) at Mumbai.
• Risk Management and Oversight Programme for Corporate Governance – Indian Institute of Management Bangalore (IIMB) at Bangalore.
• Orientation Programme for Directors on Corporate Governance – NALSAR University of Law at Hyderabad.
• Environment and Sustainability for Corporate Boards – Indian Institute of Management Bangalore (IIMB) at Bangalore.
• Financial Disclosures and Reporting for Company Directors – Indian Institute of Management Bangalore (IIMB) at Bangalore.
• Board Negotiation Dynamics for Company Directors – Indian Institute of Management Bangalore (IIMB) at Bangalore.
• Corporate Strategy in Board Governance – Indian Institute of Management Bangalore (IIMB) at Bangalore.
• 9th Orientation Programme for Directors in Corporate Governance and Responsibility – Indian Institute of Management Bangalore (IIMB) at Mumbai.

Faculty Orientation Programme

• Orientation Programme for Teachers – NALSAR University of Law at Hyderabad.
• Faculty Development Programme – Jamanalal Bajaj Institute of Management Studies (JBIMS) at Mumbai.

Seminars/ Conferences/ Workshops

• Series on Translating Governance ideologies to veracity – Confederation of Indian Industry (CII) at New Delhi and Mumbai.
• Seminar on the Roles and Responsibilities of Independent Directors – Jamnalal Bajaj Institute of Management Studies Mumbai (JBIMS) at Mumbai.
• Seminar on Corporate Governance reform for State Level Public Enterprises of Orissa – Administrative Staff College of India (ASCI) at Bhubneshwar.
• National Seminar on Corporate Governance in Unlisted Companies – Confederation of Indian Industry (CII) at Bangalore.
• National Seminar on Corporate Compliance Management and Due Diligence - The Institute of Company Secretaries of India (ICSI) at New Delhi.
• Seminar on Corporate Governance reform for State Level Public Enterprises of Gujarat - Administrative Staff College of India (ASCI) at Ahmedabad / Hyderabad.
• Seminar on Corporate Governance improving Compliance for State Level Public Enterprises of AP – Administrative Staff College of India (ASCI) at Hyderabad.
• Seminar on Corporate Governance reform for State Level Public Enterprises of Karnataka – Administrative Staff College of India (ASCI) at Hyderabad.
• National Conclave on Corporate Governance in India – Law and Legal Reforms –NFCG at Kolkata.
• Round Table on the Outcome of research on CSR & Improving Internal Controls – Symbiosis Institute of management studies (SIMS), Pune.
• International Seminar: Change the World through Corporate Governance – The Institute of Chartered Accountants of India (ICAI)
• National Seminar - Future Perspectives on Corporate Governance – University of Business School (UBS), Panjab.
• Conference on "Auditors Role in Corporate Governance" - Indian Institute of Management Calcutta (IIMC) at Kolkata.
• National Conference of Corporate Governance 2010 – Loyola Institute of Business Administration (LIBA), Chennai.
• Workshop: Training programme - Advance Certification Programme on Corporate Governance – SP Jain Institute of Management & Research (SPJIMR) Mumbai.
• Roundtable on Corporate Governance of SMEs – Indian Institute of Technology (IITK) Kharagpur.
• Preparing Board for 21st Century – Institute of Public Enterprise (IPE) Hyderabad.
• The Moot Court issues relating to Corporate Governance – NALSAR University of Law, Hyderabad.
• IInd Moot Court Competition on legal issues concerning CG – National Law School of India University (NLSIU) Bangalore.
• National Seminars on Corporate Governance (3 cities) – Institute of Chartered Accountant of India (ICAI).
• Seminar on Corporate Risk Management Systems - Institute of Company Secretaries of India (ICSI), Lucknow.
• Seminar on Corporate Compliance Management - Institute of Company Secretaries of India (ICSI), Indore.
• Seminar on Sustainability Accounting & Reporting - Institute of Company Secretaries of India (ICSI), Kochi.
• Seminar on LLP (5 cities) - Institute of Company Secretaries of India (ICSI).
• Governance Series Breakfast sessions (4 cities) - Confederation of Indian Industry (CII)
• Awareness programme on Corporate Governance (4 cities) - Confederation of Indian Industry (CII).
• Corporate Governance Summit - Confederation of Indian Industry (CII).
• International Summit on Corporate Governance Code: Making Board more Effective - Confederation of Indian Industry (CII).
• 4th Sustainability Summit Asia 2009- Confederation of Indian Industry (CII).
• International Summit on CSR 2009- "The Emerging Business Model: Engaging Society, Enhancing Competitiveness- Confederation of Indian Industry (CII).

Declamation Contest

• Declamation Contest - National Law School of India University (NLSIU), Bangalore

Conference on Corporate Responsibility in Asia: Why Responsible business conduct matters

OECD in association with ESCAP is organizing a Regional Conference entitled “Why Responsible Business Conduct Matters” on 2-3 November 2009 at Bangkok. The event will be held on the occasion of the “Trade and Investment Week at the United Nations Conference Centre in Bangkok, Thailand and will have participation from the ILO, the UN Global Compact, the GRI and key players from the OECD and Asia/Pacific region.

The Conference would

• Discuss the respective roles of governments, business and other stakeholders in promoting responsible business conduct (RBC) in the OECD and Asian contexts;
• Learn from concrete experiences, with a special focus on climate change and financial issues, and
• Discuss the supporting role of the OECD Guidelines for Multinational Enterprises and other leading international corporate responsibility instruments.

For more details, please refer to:

International Conference On Competition Law

The World Council on Corporate Governance in association with India’s International Academy of Law is organising the upcoming International Conference on Competition Law: Competition Law – an effective tool for making markets work for inclusive growth on 6 - 7 November 2009 at New Delhi with an aims to examine the status of competition law in various jurisdictions with particular reference to India and the emerging economies where it is being increasingly viewed as an instrument for inclusive growth. The conference would also provide a blueprint on how competition law and policy can be evolved to become a powerful tool for fair and competitive markets

For more details, please refer to:

ACGA 9th Annual Conferencee

ACGA will hold its 9th Annual Conference, the "Asian Business Dialogue on Corporate Governance 2009", at the St. Regis Beijing over Wednesday, November 11-12, 2009. The conference will bring together a group of high-level speakers and delegates from around Asia and other parts of the world for thought-provoking discussions on practical issues of corporate governance for business in Asia.

For more details, please refer to:

Eurasia Regional Workshop, Developing and Implementing Corporate Governance Codes

In conjunction with the European Bank for Reconstruction and Development (EBRD), the Global Corporate Governance Forum (GCGF) is organising series of high-level technical workshops dedicated to the development and implementation of corporate governance codes. The second workshop is being organize on November 24-25, 2009 in Tbilisi, Georgia with focus on the writing and development process, covering such topics as criteria for selecting benchmarks, organizing the stakeholder consultation process, and practical guidance for drafting and finalizing a corporate governance code.

For more details, please refer to:

8th European Corporate Governance Conference

On 2-3 December 2009, the Swedish Corporate Governance Board will, in co-operation with the European Corporate Governance Institute, arrange the 8th European Corporate Governance Conference - Beyond The Crisis - New Challenges For Corporate Governance in Stockholm, Sweden. The conference, organized in conjunction with the Swedish EU Presidency, will focus on three main topics:

• The Future of Corporate Governance Regulation in the EU
• Regulating Remuneration – The Way Ahead
• Government in Corporate Governance

For more details, please refer to:

Workshop Regulation of CG Codes and Standards 2009

The Global Corporate Governance Forum and the U.K.'s Financial Reporting Council (FRC) are organising a high-level dialogue of corporate governance for the oversight authorities from Europe and key emerging markets on December 4, 2009 in Stockholm, Sweden. This workshop is meant to foster an exchange of experiences and ideas, and consider some of the challenges that are facing regulators across different markets and regions in regulating and enforcing corporate governance standards and rules.

For more details, please refer to:

4th Sustainability Summit: Asia 2009

Confederation of Indian Industry in partnership with NFCG is organizing the 4th Sustainability Summit: Asia 2009: Winning Strategies for a Sustainable World on 25 - 26 November 2009 at India Habitat Centre, New Delhi, India. The summit focus on how visionary businesses and institutions are turning crisis into opportunity to change our world into one that is sustainable and all inclusive.

For more details, please refer to:

If you have any comments / views / suggestions about this E- Newsletter, please write to us at:-

Executive Director National Foundation for Corporate Governance The Mantosh Sondhi Centre, 23, Institutional Area, Lodi Road, New Delhi - 110 003 Tel.: 011 - 2460 1180 Fax: 011 - 2461 5693 E mail: ed.nfcg@ciionline.org Website: www.nfcgindia.org

Disclaimer Clause: The data used here are from various published and electronically available primary and secondary sources. We have taken due care to verify and cross-check the accuracy of such data. However, despite due diligence, the source data may contain occasional errors. In such instances, NFCG would not be responsible for such errors