The Companies Act, 2013 aims to bring in sweeping changes to the corporate governance environment in India. One of the areas which the new law brings into sharper focus is the role of Independent Director's (IDs) and business owners, who are expected to bring in 'outside-in views', in enhancing corporate governance standards for the listed companies and the Small and Medium Enterprises (SMEs). IDs and business owners play a critical role in implementing sound corporate governance practices in listed companies and SME segment. They are expected to assist in implementing sound corporate governance practices, thus contributing to transparency, performance and overall good governance. Stakeholders are increasingly relying on Ids and business owners to deliver on their responsibilities to enhance corporate governance standards. Under the new dispensation, the key responsibilities of IDs and business owners relate to strategy, risk management and internal nancial controls, related party transactions, ethical and compliance oversight and succession planning and executive remuneration. Your focus as a business owner/director is key to the growth and long-term sustainability of the business. If you are looking to take your small or medium-sized company to the next level, it is important to understand how the role as a director underpins the growth of business. In some small and medium sized enterprises, the manager may also be a director. In such cases the separation between daily management and growth strategy can become blurred. However, its important that requisite time and focus is dedicated to both. A company looking to grow cannot afford to ignore the role of its directors and the business benets that can be achieved through good governance. Hence the roles and responsibilities of IDs have been codied for the rst time in statute to respond to fast changing business environment, corporate malpractices and failures, and governance lapses. To effectively discharge their expanded responsibilities, IDs and business owners need to devote sufficient time, undergo training, focus attention on agenda setting, seek independent professional advice and ensure that the board evaluation process is effective. Moving forward, India will do well to increasingly brace for the global trends such as emergence of Lead IDs, diversity in board composition, increasing shareholder activism and a transition toward stakeholder approach.

Why Attend

This course will broaden the spectrum of awareness and prospective of Independent directors thereby updating the participants in successfully fulfilling their roles. Taught by experienced board members and other experts, the course will equip participants with a framework to develop an action plan for introducing changes into their own board practices to raise its effectiveness and performance. It provides a vital overview to the role of the board in listed companies, banks and other Financial institutions. Practical guidance will be provided on such issues as: Best practice policies, Corporate Social responsibilities, Board behaviour, Board evaluation, Risk management, Remuneration oversight and Financial stewardship. This course will contain a variety of training activities that include: Practical presentations and lectures, Classroom Group Discussions Multiple case studies and examples taken from real life financial service sector situations Board simulations, role plays, force field analysis and priority rankings exercises

Who Should Attend

  • CXOs, Senior Management

  • Corporate Policy Makers & Strategic Planners

  • Independent Directors

  • Aspiring Directors

  • Senior HR or Business Leaders of Line Functions

  • HR Generalists / Managers Diversity Practitioners

  • Consultants

  • Lawyers, CA's & Consultants

Programme Agenda

09:00 – 09:30 Registration
09:30 – 10:00 Welcome Address & Lighting the Lamp
10:00 – 11:00 The Role of the Board and Directors’ Rights, Duties and Liabilities
The identification of the board’s governance role and responsibilities (to include strategic leadership, oversight of executive management and accountability activities)
Addressed by Advisory Mr Puranam Hayagreeva Ravikumar, President, CISI National Council India
11:00 – 11:15 Tea / Coffee
11:15 – 12:15 Ethics & Dynamics – The Trade-off
Handling Management & Ownership Bridge, Corporate Values, Transparency in Operations, Establishing the Risk Appetite, Responsibility towards Stakeholders, Dilemmas on the Board, Decision Support Systems
Addressed by Advisory Mr Puranam Hayagreeva Ravikumar, President, CISI National Council India
12:15 – 01:15 Financial Health Diagnosis
Key Concepts of Financial Statement Analysis, IFRS, IND (AS) & other Accounting Standards, Subsidiary Organization financials, Audits & Control mechanisms, Prevention of malpractices
Addressed by Rammohan Bhave, MD, Consult IFRS
01:15 – 02:00 Lunch
02:00 – 03:00 The Annual report
The Shareholders’ General Meeting
Website disclosure Board challenges associated with valuation, gearing and dividend policy
The importance of effective shareholder communications
Board’s role in CSR plan of the organization
Role Of Committees
Addressed by Rammohan Bhave, MD, Consult IFRS
03:00 – 04:00 What are a Director’s Rights, Duties and Liabilities on a Board?
Directors’ rights, Statutory duties, fiduciary duties, duty of care and duty to act within powers Legal liabilities and enforcement mechanisms
Addressed by Mr. Kanchinadham Parvatheesam , Company Secretary, Tata Steel Limited
04:00 – 04:15 Tea / Coffee
04:15 – 05:15 Board Practices
Setting the agenda: its contents – key success factors
The agenda annual calendar
Board briefing papers
Executive meetings of non-executives
Challenges in conducting board meetings
Board meeting leadership and procedures
Best practice minutes of board meetings
Director induction package
Red flags for directors
Dysfunctional board characteristics and how to deal with them
10:00 – 11:00 Financial Stewardship and Governance Oversight Issues
Oversight of information governance policies, systems and procedures
The board’s role in corporate reporting The content of the Governance
Report and good practice construction processes
Addressed by Mr. Atul Mehta, Immediate Past president ICSI, Director Mangalam Placements, Founder Partner Mehta & Mehta – Company Secretaries.
11:00 – 11:15 Tea / Coffee
11:15 – 12:15 Independent Directors
Legal compliance for selection and practice of Independent Directors
Duties & responsibilities, Contribution to the Internal Audit Committee operations, Code of Conduct & Ethics
Addressed by Mr. Atul Mehta, Immediate Past president ICSI, Director Mangalam Placements, Founder Partner Mehta & Mehta – Company Secretaries.
12:15 – 01:15 Legal Compliance through Companies act, 2013
Overview of provisions of the Act, Role of Regulators & Ministry of Corporate Affairs, Contract Law, Environment Law, MRTP, Cyber Law, M&A regulations
SEBI's Listing regulations and Companies Act 2013 the role of policy in managing gender representation
Addressed by Mr. Sharad Abhyankar, Partner, Khaitan & Co.
01:15 – 02:00 Lunch
02:00 – 03:00 Legal Compliance through Companies act, 2013 (Continued)
Overview of provisions of the Act, Role of Regulators & Ministry of Corporate Affairs, Contract Law, Environment Law, MRTP, Cyber Law, M&A regulations
SEBI's Listing regulations and Companies Act 2013 the role of policy in managing gender representation
Addressed by Mr. Sharad Abhyankar, Partner, Khaitan & Co.
02:00 – 04:00 Board of Directors – A strategic Position
Performance Monitoring using Balanced Scorecard
Techniques, Strategic Approaches for Contingencies, Transformation & Change Management, Compensation & Performance Appraisal Management, Maintaining Corporate Reputation & Accountability Enhancing Women's Access to and participation in the board Strategically advancing women in workplace
Addressing challenges faced by a diverse board and preparing for the future
Prioritising board diversity on corporate governance agenda & aligning it with organisational strategy
Addressed by Ms. Maya Swaminathan Sinha, Director, Clear Maze Counsulting Pvt Ltd
04:00 – 04:15 Tea / Coffee
04:15 – 05:00 Closing Remarks.