Enhancing Transparency

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    Enhancing Transparency and

    Accountability in Indian Corporates

    KPMG IN INDIA

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    The global financial crisis has led to an

    intense debate on the adequacy of

    corporate governance regulations and

    practices the world over. In developed

    markets such as US and UK, the tax payers

    money has been used to bail out taintedcorporations that were on the verge of

    extinction.

    In India, we faced a corporate governance

    challenge of a different nature in the

    aftermath of the Satyam episode that of

    promoter-induced frauds. The question that

    has since kept cropping up is whether there

    are more skeletons in the closet.

    In the context of debating corporate

    governance failures and corporate frauds, alot of questions have been raised about the

    effectiveness of independent directors and

    auditors. Regulators, particularly in the UK

    and US have responded to public pressure

    and pressure from shareholder activists by

    strengthening regulations. Some of these

    regulations have cast tremendous duties

    and responsibilities on the non-executive

    directors. The UK has even gone to the

    extent of prescribing a new governance

    code for leading audit firms. But it is also

    important to look at the role ofpromoters/executives in ensuring good

    governance and consider how the lines

    should be drawn in terms of the

    responsibilities of the board and that of

    management.

    More regulations may inevitably lead to

    more box ticking, as past experiences tell

    us. Corporate governance is an extension of

    the overall governance eco-system and

    hence cannot be viewed in isolation. It is

    important to therefore look at the entire

    value chain comprising regulators,

    shareholders, employees, rating agencies

    and consumers and introspect where the

    improvement levers lie.

    Foreword

    Deepankar Sanwalka

    Co-Chairman, ASSOCHAM Expert Committee

    on Corporate Fraud and Internal Audit and

    Head, Risk and Compliance Group,

    KPMG in India

    Shri D. S. Rawat

    Secretary General

    ASSOCHAM

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    The relevance of good Corporate Governance 01

    Managing stakeholder expectations 04

    Weak governance is a pre-cursor to a heightened risk of fraud 06

    Financial statement fraud is a major concern 07

    Bribery and corruption 08

    Emerging fraud risks 09

    Addressing todays challenges in corporate governance and fraud 10

    Improving corporate governance holistically 10

    Strong and objective Internal Audit function 12

    Pro-active approach to Fraud Risk Management 14

    Effective whistle-blowing systems and processes 15

    Conclusion 16

    Table of contents

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    A key aspect that is being debated in the corridors of India Inc. is

    whether we need major regulatory changes to improve corporate

    governance, or whether improved standards of corporate governance

    could be achieved through adoption of principle-based standards

    underpinned by greater levels of transparency and disclosures. But there

    is also the question are we mature enough to move to a principle-

    based approach?

    Corporate Governance is

    concerned with holding thebalance between economic and

    social goals and between

    individual and communal goals.

    The corporate governance

    framework is there to encourage

    the efficient use of resources and

    equally to require accountability

    for the stewardship of those

    resources. The aim is to align as

    nearly as possible the interests of

    individuals, corporations and

    society.Sir Adrian Cadbury in

    'Global Corporate

    Governance Forum', World

    Bank, 2000

    Source:

    http://www.corpgov.net/library/library.html -

    December 2008

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    The relevance of good

    Corporate Governance

    When one views the corporate landscape in

    India, we see that many large Indian

    businesses continue to be owner managed.

    The term promoter is a very Indian

    concept and typically, one is accustomed to

    associate the term promoter with family-managed businesses where the founding

    shareholders are also actively involved in

    managing the affairs of the business.

    The definition of the term promoter can

    also be widened to include multi-national

    companies in India where the parent

    organization is based overseas but has

    significant influence and control over the

    operations. Similarly in public sector units,

    the government as a majority shareholder

    influences policy, strategy and decision

    making. In developed markets such as the

    US and UK, strong prevalence of

    institutional activism driven by pension

    funds has helped ensure that post-listing,

    ownership and management are distinct

    and in separate hands.

    Source: KPMGs Corporate Governance Poll 2009

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Point of view

    Shareholder activism in India is at a nascent stage and comes to the fore only in instances where institutional

    investors holding a significant stake are in a position to question the quality of corporate governance. Asminority shareholders may not have a complete understanding of their rights or the avenues through which

    these rights could be exercised, increased activism from institutional shareholders and reinforcing the role of

    independent directors on the board is critical to enhancing good corporate governance.

    Hence, there are bound to be justifiable

    concerns whether the decisions and actionsof the promoters (family, government, multi-

    national companies) are in the best

    interests of the minority shareholders.

    While many promoter-driven businesses

    have been very successful and generated

    tremendous returns for shareholders

    financially, it is important for promoters to

    make decisions in the best interest of the

    wider stakeholder group encompassing

    employees, shareholders, regulators,

    customers, partners and the communities.

    Once a company has accessed the capital

    markets for funds and has benefited from

    the higher profile that inevitably flows from

    being a public listed company, it is bound to

    abide by a different set of rules which

    requires it to exhibit more responsiblebehavior and greater levels of transparency

    in its dealings with a diverse group of

    stakeholders. This is also essential to

    ensure that the minority shareholder

    interests are not compromised due to lack

    of adequate oversight, scrutiny and

    disclosures.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Point of view

    The Ministry of Corporate Affairs (MCA) has proposed the New Companies Bill which aims to improve

    corporate governance by vesting greater powers in shareholders. Additionally the proposed Companies Bill

    heralds an era of shareholder democracy through an emphasis on self regulation, minimization of regulatory

    approvals and, increased and more transparent disclosures.

    Managing stakeholder

    expectations

    Corporate governance should be seen as a

    tool to strike the right balance by

    supplementing an entrepreneurial approach

    with greater professionalism, rather than as

    stringent rules that are policed across. It is

    important to provide a certain level of

    independence and flexibility so as to allow

    companies to abide by the regulations that

    have been put in place.

    Governance regulations may be

    adequate but governance practices

    may not be in tune with stakeholder

    expectations

    The existing Clause 49 of the SEBI Listing

    Agreement and ensuing Companies Bill

    legislations do cover the fundamentals of

    effective corporate governance where Indiacompares favorably with many other

    developing and Asian economies as far as

    the adequacy of corporate governance

    regulations are concerned.

    Improved corporate governance, however,

    does not solely rest on control through

    increased regulations. What is required is a

    principle-based approach developed onfundamentals preventing moral fragility that

    is enforced through pragmatic levels of

    regulations.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Source: KPMGs Corporate Governance Poll 2009

    Source: KPMGs Corporate Governance Poll 2009

    Point of view

    The MCA recently released the voluntary guidelines on corporate governance. Loosely modelled on the UK

    Combined Code, the guidelines are drawn from best practices. Although voluntary in nature, listed

    companies are required to consider the implementation of these guidelines and be pro-active in disclosing

    the extent of their compliance. These guidelines provide a great opportunity to corporate India to up the ante

    on corporate governance and also express their views to the MCA on those guidelines that are not

    implementable. Clearly the choice is firmly with India Inc in terms of transparency versus obfuscation.

    Use the MCA voluntary

    guidelines as an opportunity to

    take stock of the adequacy of

    the companys governance

    practices

    Corporate governance should be practiced

    through a mix of principle-based standards

    and moderate regulations. Also, while

    regulations are important, there is need for

    stronger regulatory review mechanisms.

    One of the biggest risks to corporate

    governance in India are the weak oversight

    and monitoring mechanisms currently in

    place.

    Also strengthening punitive provisions

    within existing governance laws andimproving the track record in prosecuting

    non-compliance with regulatory

    requirements are areas where

    policy/lawmakers need to raise the bar.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Weak governance is a

    pre-cursor to heightened risk

    of fraud

    Effective regulatory enforcement,

    independent and empowered boards,

    strong and objective risk and assurance

    functions and an entity wide commitment

    to and monitoring of ethical parties are the

    cornerstones of effective corporate

    functioning. It is important for organizations

    to develop a value system that takes into

    account all of the above and then tailors

    their governance structures and processes

    to put this value system into operation.

    Even if one element goes missing, it could

    lead to and become a precursor to fraud.

    Rather than merely equating good

    governance to immediate short term

    financial performance, it is important to

    identify how good corporate governance

    can be a key driver of performance,

    reputation, compliance and aspiration.

    High fraud risk areas

    Volatile economic conditions coupled with

    increasing business and technological

    complexities have led to increased

    opportunities for fraud. Organizations have

    to constantly deal with fraud and

    compliance challenges in todays business

    environment. Not surprisingly, the recently

    launched Fraud Survey Report 2010 clearly

    highlights that the incidence of fraud is

    rising thereby indicating that India Inc needs

    to deal with fraud risks firmly. Supply chain

    fraud (procurement, distribution and

    revenue leakage) is the single most

    exposed area. Weak internal control

    systems, eroding ethical values and a

    reluctance on the part of the line managers

    to take decisive action against the

    perpetrators are cited as the most vital

    underlying reasons for fraud being on the

    rise.

    75%Fraud in corporate India is on

    the rise

    54%Fraud is on the rise within

    their industry

    45%Fraud (suspected and actual)

    has increased within their

    organizations

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Financial statement fraud is a major concern

    Considering the current economic environment, financial statement fraud is a major area of

    concern. A desire to achieve/exceed targets and earnings of senior executives linked to

    financial performance are the reasons for senior management involvement in such frauds.

    Ineffective whistle-blowing systems, lack of objective and independent Internal Audit (IA)

    functions with forensic skills, inadequate oversight of senior management activities by the

    audit committee and weak regulatory environment are the reasons for growing worries in

    respect of financial statement fraud.

    81%Financial statement fraud is a

    major issue

    63%Desire to meet / exceed

    market expectations the

    most significant reason to

    commit financial statementfraud

    62%Disagree that strict

    disciplinary actions are

    imposed for cases involving

    financial statement fraud

    Source: KPMG in Indias Fraud Survey 2010

    Source: KPMG in Indias Fraud Survey 2010

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Bribery and corruption

    Corruption is a serious offense, often not

    appropriately recognized by many

    organizations. The World Bank has

    estimated that, globally, bribes paid each

    year amount to over USD 1 trillion. Bribery

    and Corruption is on the risk radar of

    governments, regulators, law enforcement

    agencies and businesses worldwide. With

    the increase in public scrutiny of

    multinational organizations, it is pertinent for

    companies to adopt essential controls to

    mitigate the risk of corruption.

    Bribery and corruption in India is more

    prevalent in seeking routine regulatory

    approvals and to win new business from

    prospective clients. Despite the presence of

    anti-corruption laws, weak regulatory

    enforcement has contributed to the current

    impasse. With Indian companies going

    global, we see an increasing trend of Indian

    companies pro-actively taking measures to

    adhere to international anti-bribery

    laws/regulations (e.g.: Foreign Corrupt

    Practices Act) and strengthening their code

    of business ethics at the board and senior

    management levels to regulate dealings

    with external stakeholders.

    37%Bribes are mostly paid to get

    routine administrative

    approvals from Government

    38%Bribery an integral feature of

    industry practices

    56%Tone at the top critical to

    combat bribery and

    corruption

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Emerging fraud risks

    Whilst supply chain, financial statement and

    bribery and corruption are likely to continue

    to dominate the fraud horizon, the following

    types of frauds could pose a higher risk in

    the coming years:

    Intellectual property fraud

    E-commerce and computer related fraud.

    Despite the apparent awareness of the risks

    posed by a multitude of fraud types,

    organizations tend to focus more on the

    adequacy of controls mitigating financial

    frauds with considerably lesser focus on

    anti-fraud programs and controls to mitigate

    non-financial fraud risks. Organizations are

    ill-equipped to deal with these emerging

    fraud areas.

    Industry Segments

    Types of Frauds

    Financial

    Statement

    Fraud*

    Bribery and

    Corruption*

    IP Fraud* E-Crime* Supply

    Chain

    Fraud*

    Consumer Markets 3 2 2 1 1

    Information, Communication &

    Entertainment3 1 1 2 1

    Real Estate &

    InfrastructureFinancial Services3 1 1 1 1

    Financial Services 2 2 1 1 1

    Industrial Markets 3 1 1 1 1

    *Degree of adequacy depicted by Harvey Balls based on score: 95-100: 1; 75-94: ; 50-74: ; 25-49: ; < 25: 0. Score

    indicates the percentage of survey respondents who rated their control measures for the aforementioned fraud types as

    adequate.

    Adequacy of controls

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Addressing todays

    challenges in corporate

    governance and fraud

    Improving corporate governance holistically

    1. Managing governance structures and processes to drive

    performance

    A diverse, competent and independent board is a critical

    resource to address the companys growth-related challengesand to align company goals and objectives to long-term

    shareholder interests. Presence of independent directors on

    the board can also provide a structure to deal with disputes

    and thus helps resolve issues and bring balance to decisions. It

    is true that promoter-appointed independent directors do not

    challenge the promoters decisions. Therefore, it is important to

    establish formal processes for appointing executive and non-

    executive directors. Adopting a formal process that involves

    the use of specialist human capital advisors to map companys

    strategic priorities with skills required at the board level is a

    good way of having a diverse group of directors who can add

    value. An environment of constructive challenge and dissent in

    the board room is vital if it ultimately results in a better

    strategy

    Establish clear roles and responsibilities for the board and

    management as a whole and put in place robust induction

    processes to maximize non-executive director (NED) input. It is

    also vital for promoters to put in place structures for NED

    interaction outside the regular board meetings because the

    promoters and the organization as a whole stands to gain from

    these discussions

    The subject of CEO and board chair segregation has been a

    contentious one in the Indian context. Many Indian promoters

    look at it as a way of boards becoming more powerful in the

    way the organization is run. In many Indian companies where

    the CEO/Managing Director is not the chairman of the board, a

    closer examination is likely to reveal that the non-executive

    chairman of the board is usually the ex-CEO or the founding

    promoter. Promoters should be more receptive to the idea of

    having a non-executive board chair outside the promoter club.

    If the expectations from and role of the board chair is clearly

    defined, this practice can actually yield dividends. Non-

    Executive board chairs can take on the role of mentoringpromoters and CEOs on strategy and help them deal with

    growing complexities in business by offering advice and

    external perspectives. An empowered board chair can actuallyget more out of his other NED colleagues, bring to the issue a

    wider range of issues that represent the concerns of

    stakeholders and as a result enhance the dynamics of board

    functioning. Additionally, such a practice is likely to be viewed

    favorably by the investor community and stakeholders

    Exposure of company senior executives to other

    companies boards as NEDs could help develop the horizons

    of senior executives and develop the leadership gene pool for

    meeting future challenges. It is also a great way for promoters

    to expose their senior personnel to external challenges and

    motivating people to stay with the organization. Unfortunately,very few Indian companies adopt these practices

    Make the board responsible for CEO performance

    evaluation although this may result in the CEO reporting to

    the board, this process also has its benefits in terms of

    improving the CEOs performance and having the board taking

    a more hands-on role in terms of mentoring the CEO

    Compensate NEDs well to do all of the above, it is

    imperative that promoters compensate their NEDs well. It is

    important to have a balance of fixed and variable pay and

    introduce an objective process of board evaluation facilitatedby external experts.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    2. Succession planning

    As promoter-driven businesses introduce second generation

    family members into their business, they often face the challenge

    of smoothly transitioning the next generation into the business.

    This involves creating an environment where family managersand professional managers can co-exist and work together to

    achieve the chosen objectives. The right time to induct

    professional managers in the business is also an important

    aspect as the next generation may not be yet ready to assume

    critical senior management roles. This is easier said than done

    and warrants attention which explains the importance of

    succession planning. Developing transparent human capital

    processes where professional managers do not feel insecure is

    essential. However difficult the exercise may be, the

    consequences of not having a succession plan for the CEO may

    be extremely damaging for the business. Additionally, aspects

    such as attracting the right talent, incentivising professional

    managers, adequate delegation of authority and grooming

    second and third generation family managers in the company of

    professionally qualified managers need to be considered. These

    are areas where the promoter together with the NEDs on the

    board should be actively involved.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Strong and objective IA function

    to support boards in their

    oversight priorities

    Corporate frauds, governance failures,

    regulatory scrutiny and globalization have all

    contributed to an increased focus on the IA

    function and the role it plays in enabling the

    board achieve its oversight objectives. There

    is considerable re-thinking on IAs role in

    terms of how it can successfully make the

    transition from value preservation to value

    creation. This has led to a paradigm shift in

    expectations from IA today compared to

    what it was a few years ago.

    With IA roles becoming increasingly broad

    based, IAs reporting relationship and its

    communication with the board/audit

    committee needs to improve in order to

    provide it with the independence it needs.

    In many Indian companies, management

    continues to play a key role in oversight of

    the IA function.

    Source: KPMG in India and BSEs Internal Audit Survey 2009

    Point of view

    Enhancing Independence of IA

    The head of IA should have clear authority to communicate directly and on their initiative to the board andmembers of the Audit Committee (AC). For instance, head of IA should meet privately with the board / AC

    without the presence of management. This should reinforce the independence and direct nature of the

    reporting relationship

    The reporting line should facilitate open and direct communications with the CEO, the senior executive

    group and line management

    The board / AC should have the final authority to review and approve the annual audit plan

    The board / AC should also review the performance of the head of IA and the overall internal audit function

    at least once a year, and approve the compensation levels for head of IA.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Source: KPMG in India and BSEs Internal Audit Survey 2009

    Point of view

    Continuous Auditing and Continuous Monitoring

    Transforming IA and Management Monitoring to create value

    The economic crisis clearly

    demonstrates that changes are often

    fast and dramatic, and that there is a

    real need for management and directors

    to understand the velocity of riskthe

    speed at which an emerging risk can be

    manifested and have a catastrophic

    impact on the business. In this

    environment, management should

    assess the companys critical

    alignments (strategy, goals, risks,

    incentives, performance measures and

    internal controls) on a regular, frequent

    basis; annual or semi-annual

    assessments may not be adequate.

    Many have begun to advance their efforts by implementing Continuous Auditing (CA) and Continuous Monitoring

    (CM) disciplines around their organizational processes, transactions, systems, and controls. Leveraging proactive,

    technology-based applications to manage performance and key areas of r isk and control has become a practical and

    necessary alternative to meet the growing needs of the organization. Together, CA and CM offer a broad range of

    benefits that can help organizations add value and improve business performance. CA/CM can deliver regular insightinto the status of controls and transactions across the global enterprise, enhancing risk and control oversight

    capability through monitoring and detection.

    Recent events in corporate India have put the spotlight on fraud risk. Audit committees are

    expecting more from IA in the area of fraud risk assessment and monitoring. However, a

    shortage of specialist skills, low level of skills and confidence in the use of technology and

    analytics and the relative lack of independence for IA are factors impeding IA effectiveness

    in fraud risk monitoring.

    Source: KPMG in India and BSEs Internal Audit Survey 2009

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Pro-active approach to fraud risk

    management

    The key to preventing fraud is to understand

    the ways in which it can affect a company,

    and introduce controls to recognise and

    prevent it from occurring. Strong

    governance practices and a structured Fraud

    risk management process assists

    organizations in identifying and addressing

    potential fraud risks that could have a major

    impact on the company.

    A comprehensive assessment of fraud risks

    is essential for the management to gain

    knowledge on critical risk factors and deploy

    appropriate controls to avoid losses.

    Perhaps because of the buoyant regional

    economies, management of fraud risk was

    not hitherto at the top of the agenda. The

    increase in frauds and adverse reputation

    consequences that come in its wake makes

    it imperative that organizations adopt a

    proactive approach to fraud risk

    management.

    An effective, business-driven fraud and

    misconduct risk management approach is

    one that is focused on three objectives:

    Prevention: controls designed to reduce

    the risk of fraud and misconduct from

    occurring in the first place

    Detection: controls designed to discover

    fraud and misconduct when it occurs

    Response: controls designed to take

    corrective action and remedy the harm

    caused by fraud or misconduct.

    Source: KPMG in Indias Fraud Survey 2010

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

    Prevention Detection Response

    Board/audit committee oversight Executive and line management functions Internal audit, compliance and

    monitoring functions

    Fraud and misconduct risk

    assessment

    Code of conduct and related

    standards

    Employee and third-party due

    diligence

    Communication and training

    Process-specific fraud risk

    controls

    Hotlines and whistle-blower

    Auditing and monitoring

    Proactive forensic data analysis

    Internal investigations protocols

    Enforcement and accountability

    protocols

    Disclosure protocols

    Remedial action protocols

    Source: KPMG in Indias Fraud Survey 2010

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    A whistle-blowing system should also take

    the role of an internal auditor into account

    where the program itself should be open for

    scrutiny and examination. As part of the

    overall risk assessment process, the

    internal auditor should also be given the

    responsibility to review the data for trends,

    areas of concern, etc.

    Regular communication through various

    media and complaint redressal forums,

    conducting regular trainings/surveys and

    maintaining an ongoing dialogue while

    assuring confidentiality in the entire

    process, is key to maintaining an effective

    and efficient whistle-blowing system.

    Effective whistle-blowing

    systems and processes

    It is a well known fact that employees are

    the biggest perpetrators of fraud and

    globally most high profile frauds have been

    unearthed through whistle-blowing

    practices. Despite this, the practice of

    establishing whistle blower systems which

    are independently monitored is not widely

    prevalent in India. For instance under the

    Sarbanes Oxley Act, it is mandatory for

    whistle-blowing incidents to be reported

    and monitored by the audit committee of

    the board. In India, this is not required

    under Clause 49.

    Some leading practices for establishing a whistle blowing helpline

    Tone at the top

    Has the endorsement of the board and senior

    management

    Culture of openness and honesty

    Prompt and thorough investigation

    Oversight at the board / audit committee levels

    Role of internal auditors

    Investigate all or certain types of

    investigations

    Investigate whether the whistle

    blowing program is operating as

    planned by auditing its policies andprocedures

    Be a point of contact for all allegations

    or administer response process

    depending on organizational resources

    Participate in the hotline's program

    management team

    Review data for trends, areas of

    concern as part of the overall risk

    assessment process

    Top hotline practices

    Annual review

    Communication to employees through

    various media

    Employee training

    Surveys of employers / stakeholders

    How are complaints addressed?

    Independent service provider

    Confidentiality of person reporting

    24X7 hotline

    Voicemail is avoided

    Ongoing dialogue promoted

    Source: Joint Publication of the Institute of Internal Auditors and American Institute of Certified Public Accountants

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    Conclusion

    In the wake of high profile

    corporate scandals and a rising

    concern over yet increasing risk of

    corporate fraud and issues around

    financial statement, it is nownecessary to step away from the

    traditional approach and focus on

    establishing a cohesive system,

    delivering two important qualities:

    transparency and honesty.

    As companies grow in size and

    complexity they need to take into

    account several requirements

    internal monitoring controls,

    corporate governance, and external

    reporting activities - that are able

    to function as a synergistic whole.

    Moreover, as one increases their

    stakeholder base the expectation

    level also rises from regulators as

    well as the society at large. It is

    paramount that companies adopt

    and implement a code of conductthat re-enforces the culture of

    transparency in business

    transaction.

    The mechanisms of corporate

    governance have been built up

    after a long history of responding

    to the misconduct and failures of

    management. Business reality and

    fraud knowledge require to be

    interwoven so as to develop a

    consistent system of corporate

    governance.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    About KPMG in India

    KPMG is a global network of

    professional firms providing Audit,

    Tax and Advisory services. We

    operate in 146 countries and have

    140,000 people working inmember firms around the world.

    The independent member firms of

    the KPMG network are affiliated

    with KPMG International

    Cooperative (KPMG

    International), a Swiss entity. Each

    KPMG firm is a legally distinct and

    separate entity and describes itself

    as such.

    KPMG in India, the audit, tax and

    advisory firm, is the Indian

    member firm of KPMG

    International Cooperative (KPMG

    International.) was established inSeptember 1993. As members of a

    cohesive business unit they

    respond to a client service

    environment by leveraging the

    resources of a global network of

    firms, providing detailed

    knowledge of local laws,

    regulations, markets and

    competition. We provide services

    to over 2,000 international and

    national clients, in India. KPMG has

    offices in India in Mumbai, Delhi,

    Bangalore, Chennai, Hyderabad,

    Kolkata, Pune and Kochi. The firms

    in India have access to more than

    2000 Indian and expatriate

    professionals, many of whom are

    internationally trained.

    We strive to provide rapid,

    performance-based, industry-

    focused and technology-enabled

    services, which reflect a shared

    knowledge of global and localindustries and our experience of

    the Indian business environment.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    About KPMGs Forensic

    Practice

    Operating in both developed and

    emerging markets, KPMGs

    Forensic Practice helps clients

    protect their business from fraud,

    misconduct and non-compliancewhich could lead to reputation

    risks and commercial losses.

    KPMG's Forensic practice in India

    was established in 1995. Our

    practice endeavors to provide an

    independent, proactive and

    responsive service, by effectively

    utilizing our investigative,

    accounting and technology skills

    towards the prevention, detection

    and investigation of alleged fraud

    and fraud-related issues in

    resolving commercial and legal

    disputes.

    The practice has over time evolved

    into a team of over 350 dedicated

    professionals, each one bringing in

    not only rich and extensive

    experience but also a competitiveand specific skill set. Our team

    includes certified fraud examiners,

    former police officers, chartered

    accountants, CPAs, MBAs,

    business ethics professionals,

    social workers, technology

    professionals and lawyers. Our

    forensic professionals have

    working experience on

    engagements both at national and

    international levels in the US,

    Canada, UK, Africa, Singapore,

    Europe, Middle East, Mauritius and

    South Asian countries, and are able

    to provide practical and prudent

    advice on various assignments

    across industry sectors and

    different lines of businesses.

    We emphasize the need for

    innovation, flexibility and quality

    and provide evidence to help

    companies make informed

    decisions.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    About ASSOCHAM

    The Associated Chambers of

    Commerce and Industry of India

    (ASSOCHAM) acknowledged as

    Knowledge Chamber of India has

    emerged as a forceful, pro-active,effective and forward looking

    institution playing its role as a

    catalyst between the Government

    and Industry. ASSOCHAM

    established in 1920, has been

    successful in influencing the

    Government in shaping Indias

    economic, trade, fiscal and social

    policies which will be of benefit to

    the trade and industry.

    ASSOCHAM renders its services

    to over 3,50,000 members which

    includes multinational companies,

    Indias top corporates, medium and

    small scale units and Associations

    representing all the sectors of

    Industry. ASSOCHAM is also

    known as a Chamber of Chambers

    representing the interest of more

    than 300 Chambers & Trade

    Associations from all over Indiaencompassing all sectors.

    ASSOCHAM has over 100 National

    Committees covering the entire

    gamut of economic activities in

    India. It has been especially

    acknowledged as a significant

    voice of Indian industry in the field

    of Corporate Social Responsibility,

    Environment & Safety, Corporate

    Governance, Information

    Technology, Agriculture,

    Nanotechnology, Biotechnology,

    Pharmaceutics, Telecom, Banking

    & Finance, Company Law,

    Corporate Finance, Economic and

    International Affairs, Tourism, Civil

    Aviation, Infrastructure, Energy &

    Power, Education, Legal Reforms,

    Real Estate, Rural Development

    etc. The Chamber has its

    international offices in China,Sharjah, Moscow, UK and USA.

    ASSOCHAM has also signed MoU

    partnership with Business

    Chambers in more than 45

    countries.

    2010 KPMG, an Indian Partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative

    (KPMG International), a Swiss entity. All rights reserved.

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    kpmg.com/in

    2010 KPMG, an Indian Partnership and a member firm of the

    KPMG network of independent member firms affiliated with

    KPMG International Cooperative (KPMG International), a Swiss

    entity. All rights reserved.

    KPMG and the KPMG logo are registered trademarks of KPMG

    I t ti l C ti (KPMG I t ti l) S i tit

    The information contained herein is of a general nature and is not intended to address the circumstances of

    any particular individual or entity. Although we endeavour to provide accurate and timely information, there

    can be no guarantee that such information is accurate as of the date it is received or that it will continue to

    be accurate in the future. No one should act on such information without appropriate professional advice

    The Associated Chambers of

    Commerce and Industry of India

    1, Community Centre,

    Zamrudpur, Kailash Colony,

    New Delhi - 110 048

    Tel: +91 11 4655 0555

    Fax: + 91 11 4653 6481/82

    Email: [email protected]

    Website: www.assocham.org

    ASSOCHAMKPMG in India

    Bangalore

    Maruthi Info-Tech Centre

    11-12/1, Inner Ring RoadKoramangala, Bangalore 560 071

    Tel: +91 80 3980 6000

    Fax: +91 80 3980 6999

    Chennai

    No.10, Mahatma Gandhi Road

    Nungambakkam

    Chennai - 600034

    Tel: +91 44 3914 5000

    Fax: +91 44 3914 5999

    DelhiBuilding No.10, 8th Floor

    DLF Cyber City, Phase II

    Gurgaon, Haryana 122 002

    Tel: +91 124 307 4000

    Fax: +91 124 254 9101

    Hyderabad

    8-2-618/2

    Reliance Humsafar, 4th Floor

    Road No.11, Banjara Hills

    Hyderabad - 500 034

    Tel: +91 40 3046 5000

    Fax: +91 40 3046 5299

    Kochi

    4/F, Palal Towers

    M. G. Road, Ravipuram,

    Kochi 682 016

    Tel: +91 484 302 7000

    Fax: +91 484 302 7001

    Kolkata

    Infinity Benchmark, Plot No. G-1

    10th Floor, Block EP & GP, Sector V

    Salt Lake City, Kolkata 700 091Tel: +91 33 44034000

    Fax: +91 33 44034199

    Mumbai

    Lodha Excelus, Apollo Mills

    N. M. Joshi MargMahalaxmi, Mumbai 400 011

    Tel: +91 22 3989 6000

    Fax: +91 22 3983 6000

    Pune

    703, Godrej Castlemaine

    Bund Garden

    Pune - 411 001

    Tel: +91 20 3058 5764/65

    Fax: +91 20 3058 5775

    KPMG Contacts

    Vikram Utamsingh

    Head of Markets

    +91 22 3090 2320

    [email protected]

    Deepankar Sanwalka

    Head of Risk and Compliance Group

    +91 124 307 4302

    [email protected]