Corporate Governance

KPMG IN INDIA

The state of corporate governance in India - A Poll AUDIT COMMITTEE INSTITUTE

About this poll This poll “The State of Corporate Governance in India: 2008” is an initiative of KPMG in India’s Audit Committee Institute. The poll, conducted between late November 2008 to early January 2009, involved over 90 respondents comprising CEOs, CFOs, independent directors and similar leaders, who were asked about the journey, experience and the outlook for corporate governance in India. The respondents (page 19) are predominantly from private equity firms, financial services and the manufacturing sector. Good corporate governance helps an organization achieve several objectives and some of the more important ones include: • Developing appropriate strategies that result in the achievement of stakeholder objectives • Attracting, motivating and retaining talent • Creating a secure and prosperous operating environment and improving operational performance • Managing and mitigating risk and protecting and enhancing the company’s reputation. Some aspects covered in the poll include: • Corporate governance regulations in India • Corporate governance concerns in India and role of independent directors and audit committees in addressing these concerns • Board practices, board oversight of risk management and the importance given to integrity and ethical values • Practices that are fundamental to improved corporate governance. The results, which are augmented by comment from KPMG in India’s Audit Committee Institute, also provide a useful contribution to the debate on how Indian companies can improve standards of corporate behavior which do justice to the spirit behind the rules. We would like to thank all the respondents for taking time to participate in the poll.

Richard Rekhy

Neville Dumasia

Chief Operating Officer and Head - Advisory

Executive Director and Head - Governance, Risk and Compliance Services

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

Foreword Corporate governance regulatory landscape in India Recent events in India have put the spotlight on corporate governance practices of Indian companies. A key aspect that is being debated in the corridors of India Inc. is whether we need major regulatory changes to improve corporate governance, or whether improved standards of corporate governance could be achieved through adoption of principle-based standards of conduct. India Inc. has generally been proactive in promulgating corporate governance regulations. In doing so, a good balance has been achieved i.e. headway has been made, in terms of helping ensure that regulations are not stifling our entrepreneurial initiatives. From a purely regulatory standpoint, India compares favorably with most other developing and Asian economies as far as its corporate governance rules are concerned*.

What is good corporate governance? Good corporate governance is characterized by a firm commitment and adoption of ethical practices by an organization across its entire value chain and in all of its dealings with a wide group of stakeholders encompassing employees, customers, vendors, regulators and shareholders (including the minority shareholders), in both good and bad times. To achieve this, certain checks and practices need to be whole-heartedly embraced.

Some considerations in this respect are outlined below: • Codes of conduct and whistle blower policies are important, but more important is how they are communicated and practiced. It is vital for board members and senior management to lead by example • The concept of having independent directors is a good one in theory but more important is the process underlying selection of independent directors – is this process rigorous, transparent and objective and is it aligned to the company’s needs? • It is important to focus on not just earnings but on the sustainability of business models. Focus on not just “How much?” but on “How?”, “At what cost?” and “At whose expense?” • Rating agencies need to develop criteria that focus on substance rather than the form of governance • Compensation of executive directors should flow from an objective performance evalution process conducted by the board • Greater transparency and disclosure of executive performance criteria are required which should include financial and non-financial measures • Regulators should send clear signals that they shall be proactive in imposing substantial penalties for non-compliance, so that compliance is strictly adhered to.

* Source - CLSA CG watch Survey 2007

Sammy Medora Chairman Audit Committee Institute

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

Table of contents Highlights of Poll

01

Corporate governance in India – regulatory landscape

02

Corporate governance concerns

05

Rethinking board’s priorities and performance

10

Improving and enforcing corporate governance

15

Respondents

19

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

1

Highlights of Poll Spirit and practice of governance regulations and practices needs to be intertwined • Majority of the respondents believe that while corporate governance should be practiced through principle-based standards and moderate regulations, there is a need for stronger regulatory review and exemplary enforcement.

Corporate governance concerns • Thirty-five percent of respondents consider weak oversight and monitoring as the biggest risk to corporate governance, while twenty-one percent perceive management override as a greater risk • A significant majority would prefer greater empowerment to independent directors • There is still a long way to go in protecting minority shareholders • Many respondents believe that skill-sets of audit committee members range from medium to high.

Priorities and practices of boards need to be revisited • Over two-thirds of the respondents were generally of the view that there is scope for improvement when it comes to board members having the right information and enough time to discharge their duties • 73 percent of the respondents believe that risk management practices need to be improved • There is a mixed response on Corporate Social Responsibility (CSR) priority for Indian corporates.

Factors to improve and enforce corporate governance • 85 percent of the respondents think that the remuneration of Chief Executive Officers (CEO) should be significantly linked to company performance • Most respondents believe that while steps at introducing the code of conduct and whistle blower policy have been introduced, there exists a significant need to enhance integrity and ethical values in the larger eco-system • 72 percent of the respondents believe it is necessary for an independent and transparent process to evaluate performance of board members • Two-thirds believe that exclusive sessions of independent directors are essential • 47 percent feel that the effectiveness of corporate governance should be monitored through audits by corporate governance specialists.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

2

Corporate governance in India – regulatory landscape Clause 49 of the listing agreement with stock exchanges provides the code of corporate governance prescribed by SEBI for listed Indian companies. With the introduction of clause 49, compliance with its requirements is mandatory for such companies.

India Inc. believes that the spirit and practice of governance regulations and practices need to be intertwined We asked respondents whether they see improvement in corporate governance following the introduction of clause 49. While 19 percent of the respondents feel there has been significant improvement, 68 percent of the respondents believe that significant scope for improvement exists. Change in corporate governance levels in India after introduction of clause 49

There is also the question on whether clause 49 can be strengthened and to what extent. This question evoked a mixed response from respondents. 46 percent noted that clause 49 may require a few changes and 44 percent noted that clause 49 could benefit from a significant revamp.

Can clause 49 be strengthened to inculcate good governance practices?

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

3

In comparison with developed countries that impose stringent penal and criminal consequences for poor corporate governance, penalty levels in India are considered to be inadequate to enforce good governance. 71 percent of the respondents considered penalty levels to discipline poor and unethical governance to be low. 22 percent of the respondents were either undecided or did not know if the penalty levels are low. Are penalty levels in India to discipline poor and unethical governance low?

Will the new Companies Act have a positive impact on corporate governance?

The Ministry of Corporate Affairs has proposed the New Companies Bill 2008 which aims to improve corporate governance by vesting greater powers in shareholders. These have been balanced by greater emphasis on self-regulation, minimization of regulatory approvals and increased and more transparent disclosures. 53 percent of the respondents believe that the new Companies Act might have a limited or insignificant impact in addressing contemporary corporate governance issues in India. 28 percent of the respondents believe that its impact is likely to be positive. The remaining 19 percent were undecided.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

4

Principle-based approach is required for corporate “Typically a ‘principle-based approach’ means circulation of governance a cogent set of principles and Eighty percent of the respondents believe corporate governance should be practiced through a mix of principle-based standards and moderate regulations. preferred practices which companies are asked to adopt Should corporate governance standards be enforced through regulations or as they see most appropriate should they be principle-based? to their particular circumstance.” Jane Diplock AO - Chairman Securities Commission New Zealand & Executive Committee, IOSCO Source: http://www.seccom.govt.nz/speeches/2003/jds031103.shtml December 2008

The existing (Clause 49) and ensuing (The Companies Bill, 2008) legislations do cover the fundamentals of effective corporate governance and India compares favorably with most other developing and Asian economies as far as the adequacy of corporate governance regulations are concerned. Improved corporate governance, however, does not solely rest on control through increased regulations. What is required is a principle-based approach developed on fundamentals, preventing moral fragility that is enforced through pragmatic levels of regulations.

5

Corporate governance concerns Various factors pose challenges to effective corporate governance in India We asked the respondents about the bigger risks to corporate governance in India and key reasons for corporate failures in the West. 35 percent considered weak oversight and monitoring as the biggest risk to corporate governance. This is lower in comparison to 55 percent of the respondents who participated in our poll and considered this factor to be the single biggest reason for corporate failures in the West. 21 percent of the respondents considered management override to be the biggest risk. Inadequate independence and lack of respect for the shareholder community were also regarded as major risks by 18 percent and 15 percent respectively.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

6

Independent directors need significant empowerment Clause 49 prescribes that at least a third of Indian boards should comprise independent directors in cases where the board chair is an independent director. However, where the board chair is an executive director, clause 49 requires that at least 50 percent of the board should comprise independent directors. Majority of the respondents feel that independent directors do not adequately challenge the executive directors and management in the process of discharging their governance responsibilities. Do independent directors merely contribute towards satisfying a regulatory requirement?

Many Indian companies operate in a family-owned culture. There has been an implicit assumption amongst boards that senior managers know their job and have the best interests of companies they manage at heart. This has sometimes resulted in boards refraining from asking the difficult questions to senior managers when the company has been performing well or until there is a crisis. The selection of independent directors who are known to promoter directors has further compounded the problem. From a governance standpoint, boards should address the following key areas specifically concerning independent directors: • Adoption of a formal and transparent process for director appointments. The conflict of interest involved in managements appointing independent directors should be tackled through nomination committees (comprising independent directors) for identification of directorial candidates • Alignment of needs of the company to the skills required in the boardroom • Segregation of the roles of CEO and chairman of the board of directors. The concept of CEO and board chair separation is well accepted in Europe and is being steadily adopted in the US. The chairman of the board should be an independent director who plays a key role in setting the priorities of the board • Planning for CEO and board succession in different scenarios • Formal evaluation of the CEO and senior management team’s performance at least annually. CEO performance evaluation process should be introduced when the company is performing well. Evaluation of CEO performance sends a clear message that the CEO is accountable to the board and introduces a healthy balance of power. • Peer evalution of independent directors should be adopted. This would enable independent directors to openly discuss amongst their group how they are performing and take tangible steps to improve their individual and collective functioning. • Independent directors should take steps to make themselves aware of their rights, responsibilities and liabilities.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

7

“Corporate governance is about owners and the managers operating as the trustees on behalf of every shareholder–large or small.”

Principle of trusteeship - appropriate protection for minority shareholders

Narayana N. R. Murthy Chief Mentor Infosys Technologies Limited

Are concerns of minority shareholder groups adequately addressed by Indian boards?

75 percent of the respondents believe that significant efforts need to be made to address the concerns of the minority shareholders. 12 percent of the respondents say that minority shareholders’ concerns are sometimes addressed but not in the best interests of the company.

Source: http://www.nfcgindia.org/aboutus.htm December 2008

Shareholder activism in India is at a nascent stage and comes to the fore only in instances where institutional investors holding a significant stake are in a position to question the quality of corporate governance. As minority shareholders may not have complete understanding of their rights or the avenues through which these rights could be exercised, increased activism from institutional shareholders and reinforcing the role of independent directors on the board is likely to take shape in the near future. In the context of meeting expectations of stakeholders beyond the minority shareholders (eg. employees, customers, vendors etc.) a number of initiatives need to be embraced such as: • Informative Management Discussions and Analysis disclosures that focus on improving level of detail around operations and key risks • Openness and transparency in dialogue with shareholders • Objective and transparent whistle blower policies that are available to key stakeholders (employees, customers and vendors) and provide adequate safeguards against victimisation of whistle blowers • Have minority shareholders’ representatives on boards as independent directors.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

8

Committees of boards may not have high effectiveness In present times, companies have numerous committees of the board such as ESOP Committee, Audit Committee, Remuneration Committee, Risk Management Committee, etc. There is a need for establishing a framework around the functioning of committees of boards so that their effectiveness is demonstrated. Effectiveness of committees of boards (other than audit committee)

Quality of Management Discussion and Analysis Report of Indian companies

Quality of Management Discussion and Analysis in annual reports is moderate Management Discussion and Analysis (MD&A), which highlights the structure, developments, opportunities, threats, concerns, etc. of the company is becoming an important section of the annual report. 88 percent of the respondents rate the quality of MD&A section of the annual report as medium or low. The other 12 percent of respondents rate its quality to be high or very high.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

9

Audit committee skill-sets may need to be enhanced Audit committees, largely comprising independent directors, are entrusted with the responsibility of ensuring the integrity of the company’s financial statements, managing risks through internal control system and functioning of its internal audit function and regulatory compliance. While it is the duty of all directors to act in the interests of the company, the audit committee, which acts independently of executive management, has a specific responsibility of acting in the interests of stakeholders through effective oversight of the company’s financial reporting and its risk management and internal control systems. The poll indicates a mixed opinion of respondents over the skill-sets of audit committees.

How do you rate the skill-sets of Indian audit committees?

Companies should address the challenges that their audit committees face and focus on enhancing skills in some of the most important areas listed below: • Better understanding of risk, strategy and business models • Understanding implications of the external environment on financial forecasts and performance • Comprehend complex accounting policies and practices – how their application impacts results • Monitoring fraud risk especially relating to senior management override of internal controls • Assessing IFRS readiness and transition plans • Monitoring “tone at the top” in difficult times • Effective oversight of internal and external auditors • Ensuring that the board’s strategic direction is in the best interest of all including minority shareholders • Evaluation of audit committee and its members based on an established framework for its functioning.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

10

Rethinking board’s priorities and performance Indian boards may not get the right information and enough time Independent directors often hold other C-level positions in other companies and this, coupled with a packed board meeting calendar, may leave them with very little time to devote to the affairs of their boards. Additionally, independent directors may not get adequate information before a board meeting. 22 percent of the respondents think that board members never get the right information and enough time. 35 percent of the respondents think that board members sometimes get both enough time and the right information. An additional 28 percent of the respondents believe there is a scope for improvement. Do Indian board members get right information and enough time to discharge their board duties?

• Independent directors need to spend significant time in understanding the various business operations, company’s control environment, culture and the impact of these elements on the financial numbers • The conduct of board meetings needs introspection in terms of frequency and duration, information needs, balance between presentation and discussion, interaction outside the boardroom and most importantly, consultation when in doubt • Board chairs should actively monitor how individual directors are proactively identifying and fulfilling their knowledge and competency needs • Independent directors need to conduct various exclusive sessions on a one-on-one basis with management, internal auditors and external auditors • As part of its annual evaluation process, the board should review the quality of information it receives and consider how it can be improved.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

11

Corporate Social Responsibility - not yet top of mind for Indian corporates Corporate Social Responsibility (CSR) is a concept through which organizations consider the interests of society by taking responsibility for the impact their activities have on customers, suppliers, employees, communities and the environment. This responsibility goes beyond compliance with regulations and is about organizations voluntarily taking further steps to improve the quality of life for employees as well as for the local community and society at large. 47 percent of the respondents believe that CSR is not high on the agenda of Indian companies. Thirty percent of the respondents were undecided on this aspect. Is CSR high on the agenda of Indian companies?

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

12

Boards should be responsible for sustainability Increasingly, boards are being made responsible for sustainability of the companies they govern. The need to ensure a high degree of sustainability in earnings, values, human and other resources and the environment in which the companies operate is gaining importance. 58 percent of the respondents believe that boards are fully responsible for triple bottom line sustainability in profitability, people and environment. An additional 31 percent of the respondents believe that boards are partly responsible for sustainability. 11 percent of the respondents believe that sustainability can not be the responsibility of boards as it is a factor of numerous uncontrollable events.

Do you believe that sustainability is an important canon of corporate governance and boards should be responsible for it?

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

13

Stock options evoke a mixed response! Stock options are offered to management and others to align their interest with those of the shareholders. This gives an incentive to behave in ways that are likely to boost the company's performance and hence its stock price. Stock options are considered as a favored remuneration tool for board members. 37 percent of the respondents consider stock options to be a boon as they inextricably link board performance with the company’s performance. 38 percent of the respondents believe that stock options should be used but they should form a secondary share of board remuneration. 26 percent of the respondents believe that stock options should not be favored as they can either be creatively allocated to reward board members in lean times (i.e. when the company is not performing well) or encourage insider trading.

Are stock options a boon or a conflict of interest?

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

14

Risk management practices in Indian companies Seventy-three percent of the respondents believe that risk management practices need to be improved. The results of this poll are similar to the results of the global Audit Committee Member Survey conducted jointly by KPMG and the National Association of Corporate Directors in USA (NACD) in 2008. The Audit Committee Member Survey highlighted that risk management is the top oversight priority for audit committee members. The survey highlighted that audit committee members felt more confident in their "traditional" areas of oversight— accounting judgments and estimates, and internal controls/404 processes. They felt notably less confident (and cited various opportunities for improvement) in their oversight of risk management—including IT risk and governance, risk How would you rate the current standards of risk management practices in Indian companies?

reporting, and communication/coordination of risk oversight activities with the board and other committees.

Boards • Boards should demand and obtain a holistic view of risks both on and off the balance sheet, their ownership and how they are mitigated • Diversity of skills on the board is fundamental to effective risk management • Boards should have a clear understanding with senior management regarding their risk appetite in various areas and help ensure that these are articulated and considered in design of controls, policies and procedures • Boards should consider the risks inherent in strategic choices and whether these are acceptable • Evaluate evolving risks – what impact changes to strategy have on the suite of operational, financial and compliance risks and whether this is consistent with the company’s risk appetite? Senior Management • The standing of risk management in the organization should be elevated and should figure prominantly in business decision making. Risk management should not be viewed as a support function * • Risk professionals should have appropriate authority in the organization and should have the powers to curb risk taking by business units* • Risk management must be defined as being the role of senior management, usually the chief executive. The chief executive, as the "owner" of risk in the organization, must be seen to elevate the authority of risk management, and his or her focus on risk must filter through the organization* • Senior management should set aside time to discuss potential economic scenarios and consider the impact of these outcomes on the business. Senior management should seek a range of views and perspectives in order to test its assumptions* • Executive management should have complete visibility of the processes to identify risks, their severity, potential impact and procedures to address them. The board through its committees should be peridically monitoring the results. * * Source: Managing risk in perilous times - Practical steps to accelerate recovery (A report from the Economist Intelligence Unit. Sponsored by ACE, KPMG, SAP and Towers Perrin) © 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

15

Improving and enforcing corporate governance “Corporate Governance is Factors to improve corporate governance concerned with holding the Respondents were asked to rate certain factors that may result in improvement of corporate governance practices in companies. The importance of all identified balance between economic factors (refer to table below) were rated almost equally by the respondents. and social goals and between In order of importance, improvement in financial and other disclosures and individual and communal improvement in risk management and oversight processes received highest votes (24 percent each). These were followed by enhancing the powers of independent goals. The corporate directors (20 percent), separation of the position of chairman and CEO (17 governance framework is there percent) and strengthening minority shareholders’ rights (15 percent), to encourage the efficient use respectively. of resources and equally to How do you rate the importance of following factors in improving corporate governance standards? require accountability for the stewardship of those resources. The aim is to align as nearly as possible the interests of individuals, corporations and society.” Sir Adrian Cadbury in 'Global Corporate Governance Forum', World Bank, 2000. Source: http://www.corpgov.net/library/library.html December 2008

Factors were ranked in the order of importance

Linking CEO rewards to performance: 85 percent of the respondents think that remuneration of CEOs should be significantly linked to company performance and involve a medium term lock-in option. 4 percent of the respondents do not believe that the remuneration of CEOs should be significantly linked to company performance. 11 percent of the respondents are either undecided or do not know if the remuneration should be linked to performance.

Should remuneration of CEOs be significantly linked to company performance and involve a medium term “lock in” option?

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

16

Integrity and ethical values Indian companies have been focusing on code of conduct and whistle blower mechanism as a fundamental of good governance. Respondents were asked if similar importance was given to integrity and ethical values. Majority of the respondents say that although Indian companies give similar importance to integrity and ethical values, significant scope exists to enhance integrity and ethical values within the organization and the eco-system.

Are integrity and ethical values given due importance by Indian companies?

Some of the improvement levers include: • Striving to ensure that the code of conduct is understood and adhered to by all members of the organization • The performance management system should recognize and reward ethical behavior • Extensive background checks should be performed on the senior employees joining the organization • Companies should screen third parties (customers, vendors, JV partners) with whom it does business for their commitment and adherence to ethical practices • The scope of whistle blower policies should be extended to the wider stakeholder group • Chairman of the audit committee should have direct oversight of whistle blower incidents • Investors, lenders, analysts should pro-actively question/challenge management on areas pertaining to corporate governance comprising protecting minority interests, management compensation, government dealings, risk management practices, related party transactions, fraud risk management and CSR.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

17

Improving corporate governance levels - some positive steps Introduction of certain practices are considered to be very positive by respondents towards improving levels of corporate governance. 72 percent of the respondents believe an independent and transparent process to evaluate the performance of board members can improve corporate governance. 68 percent and 71 percent of the respondents respectively believe that exclusive sessions should be conducted with independent directors, and board members related to the promoter group should not vote on the appointment of a director related to the promoter group. Board to have an independent and transparent process to evaluate the performance of all its members

Board to have a process of conducting exclusive sessions with its independent directors

Board members related to the promoter group to abstain from voting on appointment of a director related to the promoter group

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

18

“Corporate governance is Monitoring effectiveness of corporate governance about "the whole set” of legal, Monitoring the effectiveness of corporate governance practices is also a key cultural, and institutional concept emerging in India. We asked respondents who should monitor the arrangements that determine effectiveness of corporate governance practices. what public corporations can 47 percent of the respondents believe that effectiveness of corporate governance do, who controls them, how should be monitored by way of corporate governance audits carried out by that control is exercised, and corporate governance specialists. how the risks and return from 26 percent of the respondents believe that it should be monitored by the boards the activities they undertake themselves through self-assessment tools. are allocated.” 15 percent of the respondents believe that the monitoring should be by way of investors / minority shareholder groups having access to full information and

Margaret Blair Professor of Law, Vanderbilt University Law School Source:http://www.corpgov.net/library/library.ht

another 12 percent believed that the monitoring should be through rating agencies. Who should monitor effectiveness of corporate governance practices at companies?

ml - December 2008

Some of the aspects that may require regulatory change: • Board and audit committee evaluations should be mandatory • Current limits on independent directorships need to be revisited • The CEO and board chair roles should be segregated • Stricter penalties for non-compliance • Transparent CEO evaluation process including disclosure of performance criteria • Role of nomination committees to drive independent director selection process.

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

19

Respondents The poll involved over 90 respondents comprising CEOs, CFOs, independent directors and similar leaders.

Business Profile of Respondents CEO/ Managing Director

32%

CFO

23%

Executive Director

11%

Independent Director

9%

Company Secretary

8%

Any other

17%

Industry sector profile represented by respondents’ organization

© 2009 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. All rights reserved.

in.kpmg.com KPMG in India

Key Contacts

Mumbai KPMG House, Kamala Mills Compound 448, Senapati Bapat Marg Lower Parel Mumbai 400 013 Tel: +91 22 3989 6000 Fax: +91 22 3983 6000

Richard Rekhy Chief Operating Officer and Head - Advisory Tel: +91 80 3980 6500 e-Mail: [email protected]

Delhi DLF Building No. 10, 8th Floor, Tower B, DLF Cyber City, Phase 2, Gurgaon 122 002 Tel: +91 124 307 4000 Fax: +91 124 254 9101

Neville M. Dumasia Executive Director and Head - Governance, Risk and Compliance Services Tel: +91 22 3983 6402 e-Mail: [email protected]

Pune 703, Godrej Castlemaine Bund Garden Pune 411 001 Tel: +91 20 305 85764/65 Fax: +91 20 305 85775 Bangalore Solitaire 139/26, 3rd Floor, Inner Ring Road, Koramangala, Bangalore 560 071 Tel: +91 80 3980 6000 Fax: +91 80 3980 6999 Chennai No.10 Mahatma Gandhi Road Nungambakkam Chennai 600 034 Tel: +91 44 3914 5000 Fax: +91 44 3914 5999 Hyderabad 8-2-618/2 Reliance Humsafar, 4th Floor Road No.11, Banjara Hills Hyderabad - 500 034 Tel: +91 40 6630 5000 Fax: +91 40 6630 5299 Kolkata Infinity Benchmark, Plot No. G-1 10th Floor, Block – EP & GP, Sector V Salt Lake City, Kolkata 700 091 Tel: +91 33 44034000 Fax: +91 33 44034199

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.

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