"The Companies Act, 2013 has introduced some radical changes in the sphere of Corporate Governance to ensure the good Corporate Governance in India". In this context, state the provisions introduced by the Companies Act,
CS Professional · Ethics, Governance and Sustainability · PYQS · June 2021
"The Companies Act, 2013 has introduced some radical changes in the sphere of Corporate Governance to ensure the good Corporate Governance in India". In this context, state the provisions introduced by the Companies Act, 2013 to boost the Corporate Governance practices in India.
Answer & Explanation:
The Companies Act, 2013 has introduced radical changes in the sphere of Corporate Governance in India. It has majorly overhauled the Corporate Governance norms and has far-reaching implications on the manner in which corporates operate in India. Some of the provisions of Companies Act, 2013 related to Corporate Governance are as under: Appointment and maximum tenure of Independent Directors; Separate meeting of Independent Directors; Appointment of Woman Director; Appointment of Whole time Key Managerial Personnel; Performance Evaluation of the Directors and Board as a whole; Enhanced disclosures and assertions in Board Report and Annual Return with regard to Managerial Remuneration, risk management, internal control for financial reporting, legal compliance, Related Party Transactions, Corporate Social Responsibility, shareholding pattern, public money lying unutilized, etc. Stricter yet forward-looking procedural requirements for Secretarial compliances and ICSI Secretarial Standards made mandatory; Enhanced compliances of Related Party Transactions and introduction of concept of arm's length pricing; Enhanced restrictions on appointment of Auditors and mandatory rotation of Auditors; Separation of role of Chairperson and Chief Executive Officer; Mandatory provisions regarding vigil mechanism; Constitution of Nomination and Remuneration Committee; Constitution of CSR Committee with minimum one Independent Director and formulation of CSR policy to spend 2% of average Net Profits during the three immediately preceding financial years in pursuance of CSR policy; Secretarial Audit for the bigger companies; Certification of Annual Return; Appointment of Resident Director.
Topics: Corporate Governance
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