Practical Aspects On Corporate Governance Report Submitted On Quarterly Basis By CS Aakanchha Vyas


As per Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Quarterly Compliance Report on Corporate Governance is required to be submitted to the Stock Exchanges within 15 days from the close of quarter in the prescribed formats. The report has to be signed either by the Compliance Officer or the Chief Executive Officer of the Company.

As per Regulation 17(3) of the Listing Regulations, the report is also required to be put up to the next Board meeting of the Company.
 
Contents of CG Report:
Following are the contents of CG Report:-
 
  1. Composition of Board of Director: 
The listed entities are required to disclose the details of board of director such as :-

Name of Director

PAN &

DIN

Category

(chairperson/

ED/NED/ ID/Nominee

Date of Appointment

In the current term/ cessation

Tenure

No of Directorship

in listed entities including this listed entity

No of member-ships in Audit/stakeholders committee

including this listed entity

No of post of chairperson in audit/ stakeholders committee held in listed entities including this entity

 

 

 

 

 

 

 

 

 
The Tenure is filled only for Independent Directors.

  1. Composition of Committee: The listed entities are required to disclose the details of mandatory committee i.e. Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Stakeholder Relationship Committee. The composition of committee includes the following details:-

Name of Committee

Name of Committee Members

Category (Chairperson/ ED/NED/ ID/ Nominee)

 

 

 


  1. Meeting of Board of Directors:

Dates of meeting in previous Quarter

Dates of meeting in the relevant quarter

Maximum gap between any two consecutive (in number of days) meetings

 

 

 


For example:-
The date of meetings held in previous quarter are :- 08.04.2017 & 29.05.2017, Date of meetings in the relevant quarter:- 19.7.2017 & 10.08.2017. How to calculate maximum gap between two consecutive meetings?
The Maximum gap between two consecutive meetings are:- First held on 29 .05.2017 & next on 19.07.2017.
 
MAY:- 02 Days
JUNE:- 30 Days
JULY:- 18 Days
TOTAL = 50 Days

  1. Meeting of Committee:

Dates of meeting of the committee   in the relevant quarter

Whether requirement of Quorum met

Dates of meeting of the committee   in the Previous quarter

Maximum gap between any two consecutive (in number of days) meetings

 

 

 

 


  1. Related Party Transactions:
 

Subjects

Compliance status

Whether prior approval of audit committee obtained

 

Whether shareholder approval obtained for material RPT

 

Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee

 

 
  1. Affirmation:
 
The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
 
The composition of the following committees is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015

  1. Audit Committee
  2. Nomination & remuneration committee
  3. Stakeholders relationship committee
  4. Risk management committee 
The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
 
The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
 
This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board of Directors may be mentioned here.
 
CORPORATE GOVERNANCE FOR CPSES
 
As per the guidelines issued by Department of Public Enterprises (DPE), CPSEs are required to submit compliance report signed by the Chief Executive of the Company to their concerned Administrative ministry/ Department on quarterly basis within 15 days of the close of quarter in the prescribed format.
 
The self-evaluation reports are to be filled by concerned CPSEs on quarterly basis and score of 4 quarters is to be averaged for arriving at annual score. An annual score of 85% and above constitutes excellent rating.
 

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