Introduction:
In the recent past, the Indian economy has recorded an incredible and dependable growth, which has brought it to considerable global attention. The regulatory authorities as well as legislation have kept pace with these developments and continuously attempted to improve the infrastructure and environment to bring it in tune with international benchmarks. In doing so, the role and responsibility of Chartered Accountants in facilitating best practices in corporate governance are significant.
Clause 49 of the listing agreement (which has come into effect from 1st January, 2006) has provided a frame work for validation and reporting regarding compliance with Corporate Governance requirements. Various duties have been prescribed for the board, audit committee, CEO/CFO etc. and the auditor/ a practicing company secretary is required to issue a certificate with regard to the Compliance of Requirements of Corporate Governance.
The nature of information covered in the report on Corporate Governance is so wide-ranging and the statutory auditor has a tiring responsibility to the stakeholders and regulators in issuing the Certificate of Compliance. Members of accounting and secretarial profession will be involved as Directors, CEO, CFO, compliance Officers and in other roles in Financial Management, Control Systems etc
Corporate governance requires rules to be established in managing and reporting on business risks and require companies to have an internal control system to monitor risks when exploiting new and innovative ways to improve business. Simultaneously, this framework is a platform for stakeholders’ protection, since it defines the board of directors’ responsibilities. In that way, shareholders, investors and other stakeholders will have defined duties and an adequate structure to decide about their investments, within a transparent framework.
Ethical issues within an organization must be fostered through corporate governance practices. Normally, Role of professionals can be two types:
(1) Direct involvement in corporate governance as a member of the board of directors / various committees of the board / Holding the position of a CFO / CEO / Compliance Officer of the company.
(2) As a reviewer of the functioning of the company, its board and committees as a part of the certification relating to corporate governance.
The nature of information covered in the report on corporate governance is so varied and the reviewer has a very onerous responsibility to the stakeholders and regulators in issuing the certificate of Compliance. The reviewer has to examine in detail the compliance of the conditions relating to corporate governance stipulated under clause 49 of the listing agreement and certify whether the company has complied with the said conditions. If the company had not complied with any of the conditions the same has been appropriately brought out in his report. Good corporate governance would yield fruits to both the stakeholders and the management and would add value to the organization in the long run. To ensure good corporate governance, the management and the board of the company should ensure compliance in both letter and spirit of the legislations
The legislation contains certain non-mandatory recommendations and one significant recommendation is the whistle blower policy wherein any employee who suspects any foul play (unethical behaviour, violation of company’s code of conduct, etc.) can report the same directly to the chairman of the audit committee directly by-passing the organizational hierarchy and the system would also provide safeguards against victimization of the reporter of the incident. The compliance with such recommendations would in fact put the company on a very high pedestal of good ethical corporate behaviour / governance.
An independent professional reviewing the compliance relating to corporate governance should report the fact of any non-compliance as this would only pave way to good corporate governance and help the organization in reaping the fruits of ensuring high ethical standards in governance in the long run.
Dr.R.SRINIVASAN is a Post graduate in commerce and Management. He received his doctoral degree from Alagappa University in 1997. He currently teaches financial management and Research Methodology Subjects in Post graduate and Research Department of Corporate Secretaryship at Bharathidasan Government College for Women (Autonomous), Pondicherry University, Puducherry. Before Joining BGCW, he was teaching in SNR College, Coimbatore, Sindhi college, Chennai& T.S.Narayanasamy College, Chennai for eight years. He was with the industry for a short term at Salzar Electronics Pvt. Ltd, Coimbatore. He has about 20 years of teaching experience and having research experience of 15 years. His interests are in Accounting and finance, Capital Market, Quantitative Methods. He underwent the Faculty Development Programme at Indian Institute of Management Ahmedabad during 2000-01. He has presented 20 papers in national and international conferences and has published twenty papers in the areas of Finance and Human resource Management in National Journals. Co-authored a book titled, ?Investors Protection, published by Raj Publications, New Delhi He has delivered lectures in contemporary finance topics at Pondicherry University. He is involved in consultancy projects for Godrej Saralee, Chennai in the areas of Statistical Applications. He has supervised a number of research projects in the area of corporate finance and Human Resource Management. He is the Board of examiner in corporate Secretaryship and Management for the past two decades.
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