[The following guest post is contributed by Niddhi Parmar of Vinod Kothari & Co.] Earlier under Companies Act, 1956 (section 2(23A)) the term “listed public companies” was in a manner that clearly excluded private companies. Consequently, listed private companies were exempt from certain provisions that were exclusively applicable to listed public companies. However, the Companies Act, 2013...
Secretarial Standards – 1: Circulation of Signed Board Minutes
[The following guest post is contributed by Nivedita Shankar, Partner, Corporate Law Division at Vinod Kothari & Co.] Paragraph 7.6.4 of Secretarial Standards – 1 (“SS-1”) states that signed board minutes have to be circulated to all directors within 15 days of their signing. This is a novel requirement and is an addition to the already lengthy process surrounding finalisation of board...
Call for Papers: Journal on Corporate Law & Governance
[The following announcement is posted on behalf of The Centre for Corporate Governance at National Law University, Jodhpur] The Centre for Corporate Governance at National Law University, Jodhpur is proud to announce the launch of Volume II Issue 1 of its Journal on Corporate Law Governance, 2015-16. This issue is focused on recent legislative changes in the corporate sector, which have led to...
Gender Diversity on Corporate Boards in India
The NSE Centre for Excellence in Corporate Governance (CECG) has issued its most recent quarterly briefing titled “Gender Diversity on Boards”, which has been authored by N. Balasubramanian and Nirmal Mohanty. The executive summary is as follows: • Having women on corporate boards is a diversity measure justified on the basis of both social equity and business consideration; • Global experience...
Exemptions to Government Companies: A Corporate Governance Perspective
[The following post is contributed by Shriya Jain, Fourth year student & Param Pandya, Fifth year student of Gujarat National Law University, Gandhinagar, Gujarat. The authors can be contacted at [email protected] & [email protected] respectively]. A government company is defined under section 2(45) of the Companies Act, 2013 (‘2013 Act‘) as a company in which not...
Designing Executive Compensation for Banks and Financial Institutions
When it comes to banks and financial institutions, there are additional corporate governance requirements apart from those applicable to other types of companies. This is because the operation of banks and financial institutions affect the interests of a constituency other than shareholders, namely deposit holders and other creditors. Hence, executive compensation practices need to take these...
Public Sector Undertakings and Corporate Governance
The NSE Centre for Excellence in Corporate Governance (CECG) has issued its most recent quarterly briefing titled “Corporate Governance in State-Owned Enterprises”. The executive summary is as follows: – State-Owned Enterprises (SOEs) constitute an integral part of India’s economy, and their performance has generally been encouraging; – They are subject to stringent governance norms:...
Analysing the KBR Case through Indian Corporate Law
[The following guest post is contributed by Suprotik Das, a 3rd year law student at the Jindal Global Law School, Sonepat, Haryana. This is a follow-up to a previous post “Whistleblowing and Confidentiality Agreements”.] KBR, a US company, required employees and former employees to sign confidentiality agreements when they were being interviewed for internal compliance issues with...
Whistleblowing and Confidentiality Agreements
Earlier this week, the US Securities and Exchange Commission (SEC) issued a settlement order in a case involving a company that required its employees to sign a confidentiality agreement when they were interviewed in internal investigations for allegations of potential violations of federal securities laws. The SEC decried the use of such confidentiality agreements as militating against laws that...
Gender Diversity on Corporate Boards: The Need to Move Beyond Rhetoric
Over the last few days, the financial press has been abuzz with the efforts of listed companies in India to recruit at least one woman director on their board in order to comply with the requirement under clause 49 of the listing agreement that takes effect today. This requirement also emanates from the Companies Act, 2013. In a last-minute scramble, it is estimated that as many as 250 companies...
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