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Homework answers / question archive / Briefly explain following: (roles and duties and working ) • Board performance • Role of CEO • Director Selection & Director Remuneration • Corporate Governance weaknesses

Briefly explain following: (roles and duties and working ) • Board performance • Role of CEO • Director Selection & Director Remuneration • Corporate Governance weaknesses

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Briefly explain following: (roles and duties and working )

• Board performance

• Role of CEO

• Director Selection & Director Remuneration

• Corporate Governance weaknesses.

• If you are at the place of director, how what steps you would have taken for company progress?.

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Board performance

The effectiveness of the Board depends on a variety of factors, some of which are:
• Board Structure: its composition, constitution and
diversity and that of its Committees, competencies of the members, Board and Committee charters, frequency of meetings, procedures;
• Dynamics and Functioning of the Board: annual Board calendar, information availability, interactions and communication with CEO and senior executives, Board agenda, cohesiveness and the quality of participation in Board meetings;
• Business Strategy Governance: Board’s role in company strategy;
• Financial Reporting Process, Internal Audit and Internal Controls: The integrity and the robustness of the financial and other controls regarding abusive related party transactions, vigil mechanism and risk management;
• Monitoring Role: Monitoring of policies, strategy implementation and systems;
• Supporting and Advisory Role; and • The Chairperson’s Role.
The evaluation of the performance of the Boards is essentially an assessment of how the Board has performed on all these.

• Role of CEO

Roles of Chief Executive Officer

NOTE: References to a Boards of Directors in the following are in regard to chief executive officers of corporations, whether for-profit or nonprofit.

Leader

  • Advises the Board
  • Advocates / promotes organization and stakeholder change related to organization mission
  • Supports motivation of employees in organization products/programs and operations

Visionary / Information Bearer

  • Ensures staff and Board have sufficient and up-to-date information
  • Looks to the future for change opportunities
  • Interfaces between Board and employees
  • Interfaces between organization and community

Decision Maker

  • Formulates policies and planning recommendations to the Board
  • Decides or guides courses of action in operations by staff

Manager

  • Oversees operations of organization
  • Implements plans
  • Manages human resources of organization
  • Manages financial and physical resources

Board Developer

  • Assists in the selection and evaluation of board members
  • Makes recommendations, supports Board during orientation and self-evaluation
  • Supports Board's evaluation of Chief Executive

Director Selection & Director Remuneration

4.1 Qualifications and criteria
4.1.1 TheNominationandRemuneration(NR)Committee,andtheBoard,shallreviewonanannual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company’s global operations
4.1.2 InevaluatingthesuitabilityofindividualBoardmembers,theNRCommitteemaytakeinto account factors, suchas:
- General understanding of the Company’s business dynamics, global business and social perspective;
- Educational and professionalbackground;
- Standing in the profession;
- Personal and professional ethics, integrity and values;
- Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.
  
4.1.3
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The proposed appointee shall also fulfill the following requirements:
Shall possess a Director Identification Number;
Shall not be disqualified under the Companies Act, 2013;
Shall give his written consent to act as a Director;
Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;
Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;
Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;
Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.
4.1.4 The NR Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company’s business.
4.2 Criteria of Independence
4.2.1 TheNRCommitteeshallassesstheindependenceofDirectorsatthetimeofappointment/re- appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.
4.2.2 The criteria of independence, as laid down in Companies Act, 2013 is as below: An independent director in relation to a Company, means a director other than a managing director or a whole-time director or a nominee director—
a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;
b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company; (ii) who is not related to promoters or directors in the company, its holding, subsidiary or
associate company;
c. who has or had no pecuniary relationship, other than remuneration as such director or having transaction not exceeding ten per cent. of his total income or such amount as may be prescribed, with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
d. none of whose relatives-
(i) is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year:
Provided that the relative may hold security or interest in the company of face value not exceeding fifty lakh rupees or two per cent. of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed;

• Corporate Governance weaknesses.