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CORPORATE GOVERNNANCE

(BASIC CONCEPTS)

By

SUBASH- GEOLOGIST

SARATH CHANDRA - A.E.E(P)

M PRASANNA DUTT- F&AO

PRIYANK SINGH AEE(P)

MANOJ AEE(M)

ONGC Academy, Dehradun

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WHAT IS

CORPORATE GOVERNANCE?

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Corporate Governance is a relationshipamong stakeholders that is used to determine and

control the strategic direction and performance of

organizations.

Concerned with identifying ways to ensure thatstrategic decisions are made effectively.

Used in corporations to establish order between

the firms owners and its top-level managers

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Ensuring confidence of the company due to

presence of independent directors.

Positive influence on the shares of the company

Provides very foundation to the organization.

Provides transparency of the work procedure alongall stakeholders.

IMPORTANCE OF

CORPORATE GOVERNANCE

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:WHY CORPORATE GOVERNANCE

- Need arised due to various scams around the world.

-Role of Auditors under scanner.

-Best examples to sum up the need of corporate Governance

are Enron scam, Satyam scam and latest being GoldmanSachs.

-Conducting the business with all integrity and fairness.

-Accountability and responsibility towards the stakeholders.

-Commitment to conducting business in an ethical manner.

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CORPORATE GOVERNANCE IN INDIA:

-Various committees have established like

. CII Code 1997

. SEBI Guidelines 1999

. Naresh Chandra Committee report

. Narayan Murthy Report2003

.Kumar Mangalam Birla.

-Ensuring Excellence in company on a sustainable

basis.

-Ethical conduct at all levels and under all

circumstances.

-Improved role of Audit Committees.

-Board of Director Independence and autonomy.

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CORPORATE GOVERNANCE IN ONGC

-Adopted Corporate Governance norms as prescribed

by CII & SEBI codes.

-Complied mandatory recommendations of SEBI

ahead of schedule such as Audit Committee andNon-Executive Directors.

-Complied SEBIs non-mandatory recommendations

such as Remuneration Committee, Safety, Health &

Environment Business.-Whistle Blower Policy from 01 December, 2009.

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STRUCTURE OF CORPORATE GOVERNANCE IN ONGC

-Total Board of Directors are 14 including CMD.

-6 Functional Directors (including CMD) and

currently one functional director post lying vacant.

- 6 Independent Directors.- 2 Part Time Directors appointed by Govt. Of India

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COMMITTEES IN ONGC

-The various committees in ONGC are:

. Audit & Ethics committee

. Project Appraisal

. HRM. Shareholders & Investors grievances

. Health, Safety & Environment

. Financial Management

. Remmuneration

. COD for redressal of grievance of the parties

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AUDIT & ETHICS COMMITTEE

-50% should be independent directors.

- Oversight of companys financial reporting

process.

-Recommendation to the board such as appointment,re-appointment and removal of statutory auditors.

-Promoting Accountability

-To review the functioning of Whistle Blower

mechanism.-Reviewing with the management, the annual

Financial statements before submission to the board.

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OTHER IMPORTANT ASPECTS OF CORPORATE

GOVERNANCE.

- Clause 49 of the listing Agreement

- Auditors Certificate of Compliance Certificate

-CEO/CFO Certification.(Financial Statements and

Internal control relating to Financial reporting)

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THANK YOU