In a board meeting of the TCD Limited, the Company Secretary gave a presentation to the Board on Corporate Governance and explained that the Corporate Governance deals with conducting the affairs of a company in such a w

Corporate Governance provisions under the erstwhile listing agreement popularly known as the Clause 49 requirements have been overhauled, recent adoptions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"). Schedule II of the said regulations have elaborated on the Corporate Governance measures and are applicable to the entities which are listed with recognized stock exchange(s). These have aligned India's corporate governance regime with the developed countries, Audit of corporate governance processes provides assurance to the various stakeholders that all the required governance activities have been accomplished along with identifying the governance norms which have not been satisfied by the company for assisting stakeholders in making an informed decision. Audit of corporate governance activities shall ensure an effective check mechanism on the supervisory and managerial layers of a business enterprise. Corporate Governance Audit mechanism works primarily through Audit Committee and the Auditor. Shareholder Interests: The Company Secretary is wrong as there is an illustrative checklist for auditing of Shareholders Interest under Corporate Governance system which includes following: Check whether shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: amendments to the statutes, or articles of incorporation or similar governing documents of the company; the authorisation of additional shares; and extra-ordinary transactions, including the transfer of all or substantially all assets that in effect result in the sale of the company. Check whether capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. There exists rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions should occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class. The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress. Members of the board and key executives should be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation.