CORPORATE GOVERNANCE: WHAT IT IS AND WHY IT MATTERS?

May 29th, 2015
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Adelphi University
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VOLUNTARY GUIDELINES the Chairman of the Board and that of the Managing Director/Chief Executive Officer (CEO). The roles and offices of Chairman and CEO should be separated, as far as possible, to promote balance of power. A. 3 Nomination Committee i The companies may have a Nomination Committee comprising of majority of Independent Directors, including its Chairman. This Committee should consider: • proposals for searching, evaluating, and recommending appropriate Independent Directors and Non-Executive Directors [NEDs], based on an objective and transparent set of guidelines which should be disclosed and should, inter-alia, include the criteria for determining qualifications, positive attributes, independence of a director and availability of time with him or her to devote to the job;

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I. BOARD OF DIRECTORSA. APPOINTMENT OF DIRECTORSA.1 Appointments to the Boardi. Companies should issue formal letters of appointment to NonExecutive Directors (NEDs) and Independent Directors - as is doneby them while appointing employees and Executive Directors. Theletter should specify: The term of the appointment; The expectation of the Board from the appointed director; theBoard-level committee(s) in which the director is expected toserve and its tasks; The fiduciary duties that come with such an appointmentalongwith accompanying liabilities; Provision for Directors and Officers (D&O) insurance, if any,; The Code of Business Ethics that the company expects itsdirectors and employees to follow; The list of actions that a director should not do while functioningas such in the company; and The remuneration, including sitting fees and stock optionsetc, if any.ii. Such formal letter should form a part of the disclosure to shareholdersat the time of the ratification of his/her appointment or re-appointmentto the Board. This letter should also be placed by the company on itswebsite, if any, and in case the company is a listed company, also onthe website of the stock exchange where the securities of thecompany are listed.A.2 Separation of Offices of Chairman & Chief Executive OfficerTo prevent unfettered decision making power with a single individual,there should be a clear demarcation of the roles and responsibilities ofGUIDELINE

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