CORPORATE GOVERNANCE

Presented by

Rahul M. S. (E&T) Ms. Insha Muzaffer (Electrical) Ms. Rupal Bangani (Finance) Ms. Shreyasi Das (Geologist) Jigar Jitendra Thakkar (Geologist)

What is Corporate Governance?

Set of systems, principles and processes by which a company is governed Guidelines for controlling and directing the company so that its goals and objectives can be fulfilled Framework in which organization must function Voluntary ethical code of conduct for a business organisation

Framework

Importance of Corporate Governance

Ensuring confidence of the company due to presence of independent directors. Positive influence on the shares of the company Provides very foundation to the organization. Provides transparency of the work procedure along all stakeholders.

Underlying Principles
Conducting the business with all integrity and fairness Making all the necessary disclosures and decisions Accountability and responsibility towards the stakeholders Commitment to conducting business in an ethical manner.

List of Committees
As suggested by Kumar Mangalam Birla Committee, lists of committee that should be included are Board of Directors Audit Committee Remuneration Committee Shareholders Committee

Board of Directors
The Board of directors of a company includes all directors elected by shareholders to represent their interests. The various role of the BOD are as follows: Steer discussions properly Make clear their stand on issues Anticipate business events Long-term focus and promote overall interest

Audit Committee
Audit Committee consists of 3 independent directors. The role of audit committee are as follows: Discusses about internal control system Reviews the half yearly and annual financial statement Has authority to investigate into any matters

The auditors and the director incharge of finance have to attend the meeting of audit committee.

Remuneration Committee

Responsible for working out Remuneration packages Attracts, retains and motivates executives of quality required Decides Remuneration packages of CEO, other senior executives and other non executive directors Decides about companys superannuation and pension arrangements

Shareholders Committee
Supervises how the Board is managing the business of the Company Submits an opinion to the annual shareholders meeting Clarifies the priorities attached to particular issues Evaluates the impact of their activism Reports back to clients and beneficial owners

Corporate Governance in ONGC

ONGC has been practicing CG principles much before it became mandatory. The company believes that it is rewarding to be better managed and governed and to identify its activity with national interest.

CG Key Drivers in ONGC

Adherence to ethical values Sound system for internal control Compliance of law, rules and regulation Transparency

CG Recognitions
'ICSI National Award for Excellence in Corporate Governance for 2011'- Certificate of Recognition by the Institute of Company Secretaries of India. 'ICSI National Award for Excellence in Corporate Governance2010'- by the Institute of Company Secretaries of India 'Golden Peacock Global Award' for Corporate Governance by World Council for Corporate Governance, U.K. in the years 2005, 2007,2008 and 2009 'Golden Peacock Award' for Excellence in Corporate Social Responsibility in Emerging Economics 2006 by World Council for Corporate Governance, U.K in 2006;