Constituent of Symbiosis International University

SYMBIOSIS INSTITUTE OF MANAGEMENT STUDIES (SIMS)

Range Hills Road, Khadki, Pune – 411020Tel No. 30213200 /300, Fax : 30213333

www.sims.edu

AICTE ApprovedAn ISO 9001:2000 Quality Certified Management Institution

NFCGNFCGCORPORATECORPORATEGOVERNANCEGOVERNANCE

REVIEWREVIEWMEETINGMEETING

2626THTH MARCH 2007MARCH 2007

OBJECTIVES OF SIMS PROGRAMSOBJECTIVES OF SIMS PROGRAMS• TO PROVIDE A PLATFORM TO BOARD

MEMBERS, ‘C’ LEVEL APPOINTMENTS AND SENIOR CORPORATES TO INTERACT WITH RESOURCE PERSONS ON HOW TO IMPROVE CORPORATE PRACTICES AND CORPORATE GOVERNANCE SYSTEMS IN THEIR COMPANIES.

• RESEARCH AND CASE DEVELOPMENT IN AREA OF CORPORATE GOVERNANCE.

STRUCTURE OF SIMS PROGRAMSSTRUCTURE OF SIMS PROGRAMS• ROUNDTABLE FORMAT OF 1-2 DAYS DURATION. • FOCUS ON GROUP LEARNING.• RESOURCE PERSON ACTS AS FACILITATOR. • LECTURES AND CASE STUDIES WILL BE USED TO

SUPPORT GROUP LEARNING.• BUSINESS LEADERS, EMINENT PROFESSIONALS AND

ACADEMICS WILL BE RESOURCE PERSONS.

ACTIVITIES TO DATE.ACTIVITIES TO DATE.

SCHEDULE FOR 2007SCHEDULE FOR 2007--08:08:

SEMINARS & WORKSHOPSSEMINARS & WORKSHOPS

DIRECTOR’S ORIENTATION PROGRAMSDIRECTOR’S ORIENTATION PROGRAMS

RESEARCH ACTIVITIESRESEARCH ACTIVITIES

CONFERENCE ON CORPORATE GOVERNANCE ON CONFERENCE ON CORPORATE GOVERNANCE ON 1010THTH DECEMBER ’06 : ‘CLAUSE 49 IMPLEMENTATIONDECEMBER ’06 : ‘CLAUSE 49 IMPLEMENTATION’.’.

•SPEAKERS :DR K R CHANDRATRE, FCS, FORMER PRESIDENT, ICSI; MR MAHESH ATHAVALEY, FCS, FORMER PRESIDENT, ICSI; MR J SRIDHAR, FCS, FORMER PRESIDENT, ICSI & DR P K BANERJEA, ICFAI.

•ATTENDED BY 23 WORKING PROFESSIONALS AND COMPANY SECRETARIES.

DETAILS FORWARDED TO NFCG INCLUDING EXPENDITURE, PHOTOGRAPHS ETC.

SIMSSIMS

ACTIVITIES

PLANNED

FOR

2007-08

SIMSSIMS

SEMINAR / WORKSHOP / CONFERENCE

MAY 2007 &

AUGUST 2007

I. THEME: DISCLOSURE AND TRANSPARENCY NORMS IN CORPORATE GOVERNANCE - MAY 2007

EXPECTED AUDIENCE:

•CEO’s, CFO’s

•INDEPENDENT DIRECTORS OF LISTED COMPANIES

•PRACTICING CHARTERED ACCOUNTANTS

•COMPANY SECRETARIES

PROGRAM CONTENT:

•DISCLOSURES AND TRANSPARENCY UNDER :

• VARIOUS LAWS AND ACCOUNTING STANDARDS.

• UNDER LISTING REGULATIONS.

• CONSIDERATIONS IN QUARTERLY, HALF YEARLY & ANNUAL REPORTS.

• TRANSPARENCY AND DISCLOSURES FOR OTHER THAN SHAREHOLDERS.

• DO’S AND DON’TS IN MANAGEMENT DISCUSSION AND ANALYSIS OF REPORTS.

• PREPARATIONS AND TRAINING OF PERSONNEL FOR ENHANCING TRANSPARENCY IN REPORTING…..

……PROGRAM CONTENTS:

• WEB SITE MANAGEMENT

• IMPORTANCE OF COMMUNICATION AND FEEDBACKS FOR BETTER TRANSPARENCY AND DISCLOSURES

RESOURCE PERSONS:

•DR K R CHANDRATRE, FCS, FORMER PRESIDENT, ICSI

•MR MAHESH ATHAVALEY, FCS, FORMER PRESIDENT, ICSI

•MR J SRIDHAR, FCS, FORMER PRESIDENT, ICSI

•DR P K BANERJEA, ICFAI

•DIRECTORS OF PUNE STOCK EXCHANGE

•SENIOR PARTNERS OF ERNST & YOUNG CHARTERED ACCOUNTANTS, PUNE

•SENIOR PARTNERS OF DELOITTE, PUNE

•INDEPENDENT DIRECTORS OF LISTED COMPANIES, PUNE

ACTIVITY EXPENDITURE DESCRIPTION

1. MEDIA PROMOTION 87,000 ET, DNA

2. HONORARIUM TO 24,000 4 – 5 SPEAKERS SPEAKERS

3. MEMENTOES 5,000 CUSTOMISED WITH NFCG & SIMS LOGO

4. COLLATERAL 16,000 BROCHURES, BANNERSREFRESHMENTS ETC

TOTAL Rs. 132,000

BUDGETARY SUPPORT ANTICIPATED : Rs. 72,000

II. THEME: RISK MANAGEMENT AND CSR FOR BETTER CORPORATE GOVERNANCE - AUGUST 2007

EXPECTED AUDIENCE:

•CEO’S

•CFO’S

•INDEPENDENT DIRECTORS

•SENIOR MANAGERS OF BANKS

•SENIOR MANAGERS OF INSURANCE COMPANIES

CONTENTS:

• STATUTORY LIABILITY ASSESSMENT PROCEDURES.

• METHODOLOGY FOR RISK IDENTIFICATION, ASSESSMENT AND MANAGEMENT.

• DEALING WITH MEDIA, GIFTS AND GOVERNMENT.

• INSIDER TRADING CONTROLS, RELATED PARTY TRANSACTIONS AND PUBLIC IMAGE.

• CSR IDENTIFICATION, PLANING AND PROGRAM IMPLEMENTATION WITH PARTICULAR REFERENCE TO COMMUNITY DEVELOPMENT, ENVIRONMENT AND HEALTH

• IN HOUSE TRAINING PROGRAM ON ETHICS AND GOVERNANCE

RESOURCE PERSONS:

• SENIOR PRACTICING RISK MANAGERS FROM INSURANCE ACADEMY, PUNE

• CREDIT RATING AGENCIES LIKE CRISIL, ICRA

ACTIVITY EXPENDITURE DESCRIPTION

1. MEDIA PROMOTION 87,000 ET, DNA

2. HONORARIUM TO 24,000 4 – 5 SPEAKERS SPEAKERS

3. MEMENTOES 5,000 CUSTOMISED WITH NFCG & SIMS LOGO

4. COLLATERAL 16,000 BROCHURES, BANNERSREFRESHMENTS ETC

TOTAL Rs. 132,000

BUDGETARY SUPPORT ANTICIPATED Rs. 72,000

SIMSSIMS

DIRECTOR’S ORIENTATION

PROGRAMS

NOVEMBER 2007 &

FEBRUARY 2008

I. THEME: EFFECTIVE INDEPENDENT DIRECTOR AND CORPORATE GOVERNANCE - NOVEMBER 2007

EXPECTED AUDIENCE:

•EXISTING AND PROSPECTIVE INDEPENDENT DIRECTORS

•CEO’S, CFO’S

•COMPANY SECRETARIES

•PRACTICING CHARTERED ACCOUNTANTS

PROGRAM CONTENTS:

• EVALUATING INDEPENDENCE BEFORE ACTING AS INDEPENDENT DIRECTOR.

• RESPONSIBILITIES TOWARDS NON-PROMOTER SHAREHOLDERS.

• RESPONSIBILITIES TOWARDS OTHER STAKEHOLDERS OF THE COMPANY.

• IMPROVING INTERNAL CONTROLS AND RISK MANAGEMENT.

• ROLE IN TRANSPARENCY AND DISCLOSURES IN PERIODICAL STATEMENTS AND REPORTS FOR PUBLIC AND OTHERS.

• ROLE IN DISCLOSURE OF INSIDER TRADING, RELATED PARTY TRANSACTIONS…..

….PROGRAM CONTENTS:

• EVALUATING INDEPENDENCE OF AUDITORS, INTERNAL AUDITORS AND IMPROVEMENTS FOR BETTER GOVERNANCE.

• PROMOTING EFFECTIVENESS OF CEO, CFO’s IN GOVERNANCE AND IMPROVING CONTROLS THROUGH REVISION OF CODE OF CONDUCT.

• FUNCTIONING OF WHISTLE BLOWER MECHANISM.

• EXERCISING CONTROL ON LONG TERM OBJECTIVES OF THE COMPANY AS AGAINST SHORT TERM INTERESTS.

RESOURCE PERSONS:

• SENIOR PRACTICING CHARTERED ACCOUNTANTS

• COMPANY SECRETARIES

• EXPERIENCED INDEPENDENT DORECTORS FROM CORPORATES

ACTIVITY EXPENDITURE DESCRIPTION

1. MEDIA PROMOTION 127,000 ET, TOI, DNA

2. HONORARIUM TO 24,000 4 – 5 SPEAKERS SPEAKERS

3. MEMENTOES 5,000 CUSTOMISED WITH NFCG & SIMS LOGO

4. COLLATERAL 20,000 BROCHURES, BANNERSHOSPITALITY ETC

TOTAL Rs. 176,000

BUDGETARY SUPPORT ANTICIPATED Rs. 78,000

II. THEME: IMPROVING AUDIT COMMITTEE FUNCTION FOR BETTER CORPORATE GOVERNANCE - FEBRUARY

2008

EXPECTED AUDIENCE:

•DIRECTORS IN AUDIT COMMITTEE

•CEO’S CFO’S AND INTERNAL AUDITORS

•PRACTICING CHARTERED ACCOUNTANTS

•COMPANY SECRETARIES

PROGRAM CONTENTS:

• AUDIT COMMITTEE MEETINGS AND IMPROVING STATEMENTS FOR REVIEWS.

• IMPROVING AUDIT PERFORMANCE AND FRAUD ELIMINATION.

•DISCLOSING OPERATIONAL INEFFICIENCIES AND PLANNING IMPROVEMENTS.

• ROAD MAP FOR REVIEW OF INADEQUACY IN DETAILS AND STEPS FOR IMPROVEMENTS.

• TRAINING AND IMPROVEMENT OF SKILLS OF EMPLOYEES FOR BETTER PERFORMANCE OF COMPANY.

• COMPLIANCE OF STATUTORY REQUIREMENTS AND ELIMINATION OF DISPUTES/DIFFERENCES, INCLUDING LITIGATIONS……

….PROGRAM CONTENTS:

• ENHANCING EFFECTIVENESS OF WHISTLE BLOWER MECHANISM.

• DISCHARGE OF SOCIAL RESPONSIBILITIES.

• PERIODICAL REVIEW OF USE AND APPLICATION OF FUNDS OF COMPANY AND IMPROVING INADEQUACIES.

RESOURCE PERSONS:

•SENIOR CFO’S

•INDEPENDENT DIRECTORS

•SENIOR PARTNERS OF AUDIT FIRM ERNST & YOUNG, PUNE

•SENIOR PARTNERS OF AUDIT FIRM DELOITTE, PUNE

SIMSSIMS

RESEARCHACTIVITIES

APRIL-SEPTEMBER 2007 &

JUNE-DECEMBER 2007

I. CORPORATE SOCIAL RESPONSIBILITY

APRIL 2007 – SEPTEMBER 2007

• DETAILED STUDY ON CORPORATE SOCIAL RESPONSIBILITY PRACTISED BY COMPANIES.

• FOCUS ON IMPORTANCE, NEED AND LONG TERM BENEFITS TO THE COMPANY.

• HIGHLIGHT PRECAUTIONS AND STEPS TO BE TAKEN TO MINIMISE IMAGE DAMAGE.

• PROMOTING CULTURE IN THE ORGANIZATION FOR BETTER TRANSPARENCY AND ETHICS.

RESEARCH PLAN

• Mr. KARTIK NATARAJAN, CA, RESEARCH SCHOLAR HEADING TEAM.

• TEAM COMPRISES SELECTED STUDENTS FROM MBA STREAM OF SIMS.

• VISIT COMPANIES AND CREDIT RATING AGENCIES, COLLECT INFORMATION AND RENDER SUPPORT FOR THE RESEARCH.

• EXISTING SENIOR FACULTY GUIDANCE FOR THE RESEARCH.

• RESEARCH FINDINGS AND ANALYSIS SUBMITTED BY SEPTEMBER 2007.

ACTIVITY EXPENDITURE DESCRIPTION

1. RESEARCH STAFF 120,000 ONE DEDICATED COMPENSATION FACULTY AND TWO

RESEARCH ASSISTANTS

2. MISCELLANEOUS 25,000 CONVEYANCE, PRINTING ETC.

TOTAL Rs.145,000

BUDGETARY SUPPORT ANTICIPATED : Rs. 75,000

II. IMPROVING INTERNAL CONTROLS FOR BETTER CORPORATE GOVERNANCE : JUNE – DECEMBER 2007

• OBJECTIVE –

• EVOLVE A PAPER WHICH SHALL HELP CORPORATES REFINE INTERNAL CONTROL SYSTEMS.

• STUDY SHALL HIGHLIGHT HOW REGULAR INTERNAL EVALUATION AND AUDIT SYSTEM CAN BE IN ENFORCED.

• REVIEW EFFECTIVENESS IN INTERNAL CONTROLS IN AN ORGANIZATION.

• ASSIST IN RISK ELIMINATIONS, IMPROVEMENT IN OPERATIONS AND IMPROVE GOVERNANCE.

• SENIOR RESOURCE PERSONS (EX CA/CS) TO HEAD THE TEAM.

• ASSISTED BY SELECTED STUDENTS OF MBA FROM SIMS

• VISIT COMPANIES, BANKS, AUDIT FIRMS, CREDIT RATING AGENCIES TO OBTAIN DATA FOR RESEARCH.

• INTERACTION WITH DOMAIN EXPERTS FOR GUIDANCE.

• RESEARCH FINDINGS AND ANALYSIS SUBMITTED IN DECEMBER 2007

RESEARCH PLAN

ACTIVITY EXPENDITURE DESCRIPTION

1. RESEARCH STAFF 120,000 ONE DEDICATED COMPENSATION FACULTY AND TWO

RESEARCH ASSISTANTS

2. MISCELLANEOUS 25,000 CONVEYANCE, PRINTING ETC.

TOTAL Rs.145,000

BUDGETARY SUPPORT ANTICIPATED : Rs. 75,000

Constituent of Symbiosis International University

SYMBIOSIS INSTITUTE OF MANAGEMENT STUDIES (SIMS)

www.sims.edu