NISM-BCIC Roundtable Conference on “Corporate Governance for Listed Companies” March 8, 2019 | Bengaluru

The School for Corporate Governance (SCG) of the National Institute of Securities Markets (NISM) along with Bangalore Chamber of Industry and Commerce (BCIC) had organized a Roundtable Conference on Corporate Governance for Listed Companies on March 8, 2019 at Bengaluru. Bombay Stock Exchange (BSE Ltd) had provided the sponsorship for the programme.

SEBI had introduced the new governance code for publicly listed companies in May 2018 based on the recommendations of the Uday Kotak Committee. As some of the major provisions relating to Board composition would be effective from April 1, 2019, the Conference was organized to impress upon the Chief Executive Officers, Managing Directors, Independent Directors, Company Secretaries and other stakeholders about complying with these changes.

Mr.Kishore Alva, President, Bangalore Chamber of Industry and Commerce (BCIC), welcomed the dignitaries and requested the participants of the Conference to take benefits out of the knowledge and rich experience of the experts and practitioners.

Dr.M.Thenmozhi, Director, NISM, while underscoring the theme of the Conference, shared the findings of her recent academic work which indicates an increasing trend of related party transactions in listed companies in Asia. She was of the view that related party transactions are per se not bad; however, it depends on how promoters are using it effectively to maximize operational efficiency and firm value.

Mr.G.Mahalingam, Whole Time Member, SEBI, in his Keynote Address, dwelt upon the important recommendations of the Kotaka Committee namely the institution of independent directors, related party transactions and Board composition. Mr.Mahalingam apprised the participants as to how implementation of these measures by SEBI has resulted in active shareholder participation in the functioning of listed companies.

Mr.T.V.Mohandas Pai, Chairman, Manipal Global Education, explained the basic principles underlying corporate governance and stated that listed companies should be accountable to public shareholders, irrespective of the quantum/proportion of money mobilised from the public. Mr.Pai was of the view that Board of Directors of listed companies shall be collectively responsible for non-performance or non-compliance and the shareholders cannot bear the brunt of the Board’s inability to perform its duties.

Mr.Sanualla Khan, Company Secretary, Wipro Ltd, shared his experience in complying with listing norms and indicated that many companies had voluntarily introduced governance norms even before it became mandatory. Mr.Shriram Subramanian, Founder & MD, Ingovern Research Services Private Ltd, gave an investor perspective of the governance issues and he requested companies to prioritize upholding the rights of investors.

Ms Nila Khanolkar, Assistant General Manager, SEBI, made a detailed presentation about the recommendations of Uday Kotak Committee on Corporate Governance and also detailed the processes within SEBI before these recommendations fructified into regulatory norms.

Mr. Khushro Bulsara, Senior General Manager, BSE Ltd, provided the Stock Exchange perspective of the new Corporate Governance Code and also made a detailed presentation on the Standard Operating Procedures (SOP) issued by SEBI for compliance with the listing norms.

Dr.V.R.Narasimhan, Dean, NISM, Mr.Khushuro Bulsara and Ms Nila Khanolkar jointly addressed the queries raised by the participants. Mr.V.V.Naresh, Co-Chairman, MCCI Corporate Matters Committee, delivered the vote of thanks. Mr.M Krishnamoorthy, Faculty, NISM, anchored the proceedings of the Conference, which was well received by the participants.