8-9 March, 2013

SCHOOL OF CORPORATE GOVERNANCE & PUBLIC POLICY

A Summary Report – Two Day Residential Programme For Company Directors at Manesar

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Table of Contents

1. Objective ....................................................................................................... 3

2. Background ................................................................................................... 3

3. Participants ................................................................................................... 3

4. Proceedings .................................................................................................. 4

4.1 Welcome and Inaugural Address ...................................................... 4

4.2 Key Note Address .............................................................................. 5

4.3 Some candid moments ..................................................................... 5

4.4 Technical Session- Day 1 ................................................................. 7

4.5 Technical Session- Day 2 ................................................................... 8

4.6 Feedback ........................................................................................... 9

5. About IICA, Manesar ................................................................................... 10

6. About ICAI .................................................................................................. 10

7. Annexure ‘A’, List of Speakers ..................................................................... 11

8. Annexure ‘B’, List of Participants ................................................................ 11

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Two Day Residential Programme for Directors

8 – 9, March, 2013 at IICA (Manesar Campus)

School of Corporate Governance and Public Policy

1. OBJECTIVE The objective of the two day programme was to understand Corporate Governance Code both in public and private sector. The programme aimed at building capabilities and to develop skills and knowledge that are essential for a director to contribute to enhance the board’s effectiveness.

2. BACKGROUND Listed companies comply with the SEBI Corporate Governance Code. Similarly, public sector enterprises comply with the Corporate Governance Code is issued by the Department of Public Enterprises. Initially, companies complied with the code without seeing much value in it. Now companies appreciate that the implementation of a strong corporate governance system to makes a business case. 3. PARTICIPANTS

Directors and senior officials from various Public Sector Unit (PSU) and from various domain participated in the two day residential programme. There were thirteen participants and eleven speakers .

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4. PROCEEDINGS

4.1 Inaugural Dinner Hosted By Institute Of Cost And Works Accountants Of India

Dr. Asish K. Bhattacharyya, Prof.& Head, School of Corporate Governance and Public Policy (IICA), and Advisor (ICAI) conducted the Inaugural session of the training. All the participants and the chief guest were formally welcomed by Ms. Gayatri Subramaniam, Senior Research Associate and Convener for NFCSR in IICA, followed by a speech by Dr. Bhaskar Chatterjee, Director General and CEO, IICA and CMA Rakesh

Singh, President, ICAI. Keynote address was delivered by Mr. Amal Ganguly, who is a well known accounting professional and director on various boards of eight private-sector listed companies. Programme was followed by the dinner at Retreat, IICA Manesar.

Ms. Gayatri Subramaniam welcomed the speakers and participants at IICA, Manesar. She introduced them to the team members of IICA along with the activities of the centre. She explained that the two day programme was intended to understand the Corporate Governance Code to the core and for all of the senior official, directors, contribute and work together in this journey to achieve excellence in corporate governance.

CMA. J.P.Singh, congratulated the effort of IICA and ICAI to organize this two day residential programme and invite all the directors. He mentioned that we in general as a society and in particular, all of us have a long way to go to in meeting their responsibilities to improve the general quality of life.

Dr. Bhaskar Chatterjee, DG & CEO, IICA extended a warm welcome to all the participants, speakers and team members of IICA. He stressed on the Board room dynamics and explained the reasons of Corporate failure citing examples of some of the leading corporates.

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4.2. Keynote Address:

In his keynote address Mr. Amal Ganguly, stressed on Corporate Governance for Directors which is gaining momentum over the past few years with the intention of monitoring the executive management. Avoidance of good Corporate Governance practices leads to corporate failure. In recent times the society demands greater responsibility and accountability towards its stakeholders, therefore making it

into the mainstream of corporate thinking. He discussed merits of Corporate Governance in Business Responsibilities and felt that this training programme would enable company directors to comply with the basic principles of corporate governance. He also cited examples of Corporate Governance models around the world. He cautioned that enactment of regulation as knee-jerk reaction to corporate failures might do more harm than good to stakeholders. He concluded that this two day programme would help acceptability and spread of the importance of implementation of corporate governance message across the businesses. This event would move the agenda forward from inputs and feedback from the participants resulting in bringing the best Business Responsibility practices in India.

4.3. Some of the candid moments

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4.4 Technical Session- Day 1:

The day started at 9.00 a.m. Dr. Asish K. Bhattacharya, Prof.& Head, School of Corporate Governance and Public Policy (IICA), and Advisor (ICAI) began the Technical Sessions of Day 1 by discussing the background on Corporate Governance. He had a detailed session discussing the WorldCom case study which was basically due to self dealing of top management which trumped all other interests. Dr. Aditi Haldar, Director GRI Focal Point India, explained about Integrated Reporting – Evolution of Corporate Reporting. She stressed on generating sustainability report including contexts like – strategy, profile, governance, management approach, results including performance also. She also stressed on the challenges of Integrated Reporting. Mr. Manoj Arora, from Indian Revenue Services (IRS), Additional Director, Ministry of Finance and member Guidelines Drafting Committee (GDC) discussed the background that was analysed to develop a holistic concept of Indian view on Business Responsibilities. The GDC concluded that CSR is just one element of Business Responsibilities and it needs to move beyond this. He emphasized that there is a need to develop an Indian concept and framework of Business Responsibilities.

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Dr. Bhaskar Chatterjee, DG & CEO, IICA, while explaining on how to build an organization with ethics left the participants with a great deal of food for thoughts on many grounds. He emphasized on discipline, transparency, independence, accountability, responsibility, fairness last but not the least social responsibility. He emphasized that companies and individuals transgress ethical boundary when greed overrides reasonable aspiration to create wealth. Post lunch there was a Panel Discussion on Managing Relationship between Executive Directors and Independent Directors. CA. T.S. Vishwanath, Past president, The Institute of Chartered Accountant of India moderated the session. The two other panelists were Mr. Viren Sinha, CMD, Balmer Lawrie & Co. Ltd. and Dr. Ashok Haldia, Director, PTC India Financial Services Ltd. The primary purpose of this session was to discuss the dynamics of the relationship between executive directors and independent directors. During discussion it came out that the relationship should not be that of animosity. The relationship should be healthy but not cosy. Executive directors should be transparent in sharing information with independent directors. CMA. (Dr.) S.K.Gupta delivered a lectured on Enhancing Effectiveness of the Board of Directors. He discussed that today’s board room is a social enterprise which can be distinguished in three categories – legal, functional and symbolic. He also discussed the role of independent directors widely. The technical session for the day concluded with high tea and later at 8.00 p.m. with dinner at the cafeteria. 4.5 Technical Session- Day 2:

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Mr. K. P.Sasidharan, Director General, CAG began the Technical Session for Day 2 with the topic on Management Audit which is considered as a tool for improving Corporate Governance. He defined Corporate Governance, shared views on Clause 49, explained composition criteria for Board of Directors, emphasized on code of conduct. While explaining about Audit Committee, he also explained the terms like – financially literate and accounting knowledge. Dr. Asish K. Bhattacharya, Prof.& Head, School of Corporate Governance and Public Policy (IICA), and Advisor (ICAI),spoke on Enterprise Performance Management (ERM). He started with the objectives of ERM stressing on strategy, strategy implementation, feedback and motivation. He suggested that best performance measurement systems demonstrate ‘balance’ between short-term and long-term goals, finance and non-finance measures. ERM should be designed around corporate strategy. Dr. Asish K. Bhattacharya presented the third session of Day 2 with the topic Enterprise Risk Management (ERM). In this session, he explained how ERM aligns risk management with business strategy and embeds risk management culture into business operations. He explained risk management systems being installed by business enterprises.. Dr. Asish K. Bhattacharyya also gave a presentation on the key take aways of the programme. CMA S.C.Mohanty, Vice President, ICAI delivered a Valedictory Address and distributed Certificates to all the thirteen participants. 4.6 Feedback: A comprehensive feedback was collected from the participants to find out the strengths and weaknesses of the training programme. Details are highlighted below :- Course Structure 3.5 / 4 Course Contents 3.5 / 4 Duration of Programme 3.1 / 4 Subject Knowledge 3.8 / 4 Recommendation 4/4

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About the organisers 5. INDIAN INSTITUTE OF CORPORATE AFFAIRS (IICA) IICA has been established by the Ministry of Corporate Affairs, Government of India, to facilitate for capacity building and training in various subject matters relevant to corporate regulation and governance such as corporate and competition law, accounting and auditing issues, compliance management, corporate governance, business sustanibility through environmental sensitivity and social responsibility, e-governance and enforcement etc. 6. INSTITUTE OF COST ACCOUNTANTS OF INDIA (ICAI) ICAI is a Premier National Professional body to develop and regulate the Profession of Cost and Management Accounting in accordance with new dimensions and vision in India and abroad. Members of this profession are the driving force in the team of management while in employment and a key consultant, an effective Cost and Management Auditor and appropriate advisor in practice.

Note: Read the presentations and View the full proceeding of the training programme on

www.iica.in and www.icai.in

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Annexure ‘A’

List Of Speakers

S. No. Speakers Name Designation Organization

1 Dr. Bhaskar Chatterjee DG IICA

2 CMA Rakesh Singh President ICAI

3 Mr. Amal Ganguly Director NDTV

4 Prof. Asish K. Bhattacharyya Head Advisor

IICA ICAI

5 CMA (Dr.) S.K. Gupta Director(Technical) ICAI

6 Mr. Manoj Kumar Arora Additional Secretary-General Ministry Of Finance

7 Dr. Aditi Haldar Director GRI

8 Mr. K.P.Sasidharan DG CAG

9 CA T.A.Vishwanath Past President ICAI

10 Mr. Viren Sinha CMD Balmer Lawrie & Co. Ltd.

11 Dr. Ashok Haldia Director PTC India Financial Services Ltd.

Annexure ‘B’

List Of Participants

S. No. Participants Name Designation Organization

1 CMA Dr. Sanjiban Bandyopadhyaya

Central Council Member ICAI

2 CMA Amit Anand Apte Central Council Member ICAI

3 CMA S. R. Bhargave Central Council Member ICAI

4 Mr. R. N. Misra Director (Civil) SJVN, Shimla

5 Mr. A.S. Bindra Director (Finance) SJVN, Shimla

6 Mr. N.L. Sharma Director (Personal) SJVN, Shimla

7 Mr. R.K. Bansal Director (Electrical) SJVN, Shimla

8 Shri Abhijit Roy AVP(HR) Chief Operating Officer (G&L) Balmer Lawrie & Co. Ltd.

9 Mr. Sandeep Kumar General Manager Power Finance Corporation

10 Ms. Samidha Jain DGM Power Finance Corporation

11 Mr. G.K. Chaukiyal Member (Operations) Airport Authority of India

12 Mr. S. Suresh Member (Finance) Airport Authority of India

13 Mr. Arbind Kumar Director (Projects) Rites Ltd.

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Indian Institute of Corporate Affairs Plot No.P 6,7,8. Sector-5, IMT Manesar Distt. Gurgaon (Haryana), Pin-122050 Ph:011 24362282, Web:www.iica.in

For further information & query please contact: Amrin Sultana at amrin_s@rediff.com