National Events

Hony. Editor
Dr. Bindi Mehta
(Director, Research at ICSI - CCRT, Formerly, Chief economist, CRISIL









 
National News-April, 2003
CEO compensation twice as much as their functional heads –
A survey

Companies pay their chief executives more than twice what they pay their next in command functional heads, says a compensation and benefits study of top management done by Mercer Human Resource Consulting. A CEO’s remuneration is typically 2.12 times the average remuneration received by functional heads, the study has revealed. According to the country head of Mercer HR Consulting (India) Private Limited, Mr. R. Shanker there are two reasons for this – one is that the CEO is responsible for delivering the results and the second is that CEO talent is very scarce in the market.

Even among functional heads, there are discrepancies in the pay packages. While heads of functions like law, finance, sales and marketing, and operations command a premium, heads of functions like quality and production tend to get lower packages. Interestingly, the Mercer study also shows that Indian CEOs get as much as 25 % of their total compensation as variable pay, as against 10 % in the case of functional heads. This is linked to a clutch of financial indicators like turnover, margins, profit growth and sales volume as well as non–financial indicators like customer satisfaction, quality, response time and improvements in organisational processes.



 

 
 
   
Governance at US bourses under review


During the last week of March 2003, Wall Street’s top regulator called on the nation’s major stock exchanges to review their corporate governance practices in light of the rash of accounting scandals. In a letter to the New York Stock Exchange, Nasdaq and others, Securities and Exchange Commission (SEC) chairman William Donaldson asked them to hand over a report by May 15 outlining their board structure and policies ensuring that they are serving the public well. Asked by the reporters on what prompted the commission to act, Mr. Donaldson said that the SEC had for some time expressed concern about the adequacy of the governance process of the self-regulatory organisations.



Go to top







Experts feel that the investment community is not yet taking the climate change seriously enough. According to a report released by Innovest Strategic Value Advisors, companies in emission intensive sectors could see their value drop up to 40 % if they fail to take positive action to address the issue. Few are doing so. The report, an initiative of the Carbon Disclosures Project, representing 35 leading institutional investors found that only 35 % to 40 % of the companies were taking steps to mitigate the financial risks to their businesses from severe weather events and new regulatory environments. Climate change is among a growing number of issues of which investors need to be aware. Companies’ social behaviour, particularly relating to human rights and labour practices, is also under scrutiny, while a drive towards transparency has accelerated by recent corporate scandals and is pushing corporate governance up the agenda.

However, climate change poses one of the most tangible threats to companies’ financial performance. This one of the important thing one must consider while purchasing stock and it is not being properly considered according to Martin Whittaker, Managing Director of Innovest. It is not only emission intensive industries that could suffer. The share price value of banks could fall as much as 29 % for institutions without strategies to protect against the growing threat of bad loans, the study says.




Go to top










Regional bourses face spate of de-listings

The last lifeline of India’s regional stock exchanges could be yanked very soon. Thanks to screen-based trading, the days of multiple listing on the exchanges are drawing to a close. Companies listed on multiple stock exchanges are now seeking voluntary de-listing from regional stock exchanges to save on the costs associated with maintaining these listings. The voluntary de-listing trend, which started after the introduction of screen- based trading, firstly by the National Stock Exchange (NSE) and then the Bombay Stock Exchange (BSE), is gathering momentum in 2003.

In 2002 as many as 88 companies informed the BSE that their respective boards had resolved to de-list their stocks from all bourses other than the main stock exchanges. Of the 88 companies, five are from group A, nineteen from Group B1, 52 from group B2 and four from group Z. Blue-chip companies in the A group that have sought de-listing from the smaller exchanges are Asian Paints, LML, Sun Pharmaceuticals and Tata Telecom. The most prominent B group stocks in the list are Birla Corporation, Honda Siel Power, Kajaria Ceramics, Omax Autos and Kajaria Ceramics. Sun Pharmaceuticals has de-listed its shares from the Ahmedabad, Calcutta and Delhi Stock Exchanges. While two-wheeler maker LML is planning to de-list its shares from the Delhi Stock Exchanges. Most companies are seeking to de-list their shares from the Ahmedabad and Delhi stock exchanges. The volume on these exchanges has been very poor during the last one and half years.



Go to top









Murthy panel makes raft of suggestions

The Narayanan Murthy Committee report on Corporate Governance has made a number of recommendations in its draft report submitted to the Securities and Exchange Board of India (SEBI). The terms of reference of the committee are to review the performance of corporate governance and to determine the role of companies in responding to rumours and other price sensitive information circulating in the market, to enhance the transparency and integrity of the market.

The committee has recommended that the audit committee of publicly listed companies should be required to review, among other things, the following information –

  • Mandatory-financial statements,
  • Management discussion and analysis of financial conditions and
  • Results of operations,
  • Reports relating to compliance with laws and
  • Risk management

The committee has also said that all audit committee members should be ‘financially literate’ and at least one member should have accounting or related financial management expertise.

Procedures should be in place to inform board members about the risk assessment and minimisation procedures.

Companies should be encouraged to train their board members in the business model of the company as well as the risk profile of the business parameters of the company.

The committee has said that appointment of nominee directors by institutions should have shareholders approval. It said that an institutional director, so appointed, will have the same responsibilities and shall be subject to the same liabilities as any other director. Government nominees on PSUs should also follow a similar procedure.

The provisions relating to the composition of the board of directors of the holding company should be made applicable to the composition of the board of directors of subsidiary companies. At least one independent director on the board of directors of the parent company should be a director of the subsidiary company.

India Inc ill-prepared for fraud

Indian companies are ill prepared to handle frauds and corporate espionage, says the 2003 Frauds and Misconduct diagnostic survey conducted by professional services firm, KPMG. As many as 58 % of the 196 respondent companies said they had no policy to counter corporate espionage. Around 50 % of the respondent companies said their companies did not have in place a conflict of interest policy. The survey also brought out that Indian companies did not have adequate screening procedures to bar fraudsters from joining. The survey also shows that companies do not have well-developed channels of communication to report frauds or corporate espionage. According to KPMG India executive director, Mr. Deepanker Sanwalka, this was an area where India had to cover a lot of ground, as it did not have a history of people coming up and talking about harassment and discrimination.


Go to top

 












SEBI to issue norms on penalty for insider trading
SEBI will soon issue guidelines to implement recent amendments in the SEBI Act, to pave the way for swift and severe punishment for those involved in insider trading. Stating this at a seminar organised by the PHD Chamber of Commerce and Industry, Mr. U. K. Sinha, Joint Secretary, Ministry of Finance said that SEBI was working towards the judicious implementation of the amendments recently announced, so as to ensure that all manipulative instances are dealt with severely.

Insider trading leads to undermining of investors’ confidence in the fairness and integrity of the market. Therefore, detection and prosecution of insider trading violations has to be a priority to promote an active securities market and attract international investments, according to one speaker at the seminar.

Change in FII code not a policy change
The Securities and Exchange Board of India (SEBI) has clarified that the discussion paper on code of conduct for Foreign Institutional Investors (FIIs) does not intend to suggest any policy change and the present set of policies and practices will continue. SEBI’s clarification comes as a breather for the market which have been on a downward spiral ever since SEBI’s draft paper containing a proposal to disallow foreign funds from dealing in derivatives – with underlying domestic securities – that are issues outside India.
CRISIL & ICRA split over divergent CG Ratings
The two leading rating agencies, CRISIL and ICRA, appear to differ in their corporate governance rating initiatives by SEBI, thus creating confusion among the Indian companies. While CRISIL has adopted a liberal approach, ICRA it is reported that has deliberately tightened its norms. This gives the impression that the CRISIL rated companies are far better that ICRA rated companies. The ratings made public so far are:

Sr. No.
Name of the Company Rating Assigned Rating Agency
1.
HDFC GVC Level-1 CRISIL
2.
HDFC Bank GVC Level-1 CRISIL
3.
Hero Honda GVC Level-1 CRISIL
4.
Dabur GVC Level - 2 CRISIL
5.
ITC CGR – 2 ICRA
6.
Godrej Consumer Products CGR - 2 ICRA
7.
Esab India CGR – 4 ICRA




Go to top








No ‘period of limitation’ possible on probes: SEBI
The Securities and Exchange Board of India (SEBI) has rejected the demands of industry to put in place a system of “period of limitation” for taking up investigations on price manipulation and other capital market misconducts.

“We cannot agree to this suggestion. There cannot be limitation on investigations. It must be understood that investigations a mechanism for collection of evidences. As and when complaints are received and fresh information is before us, we will take up investigations irrespective of the time period,” a senior SEBI official said.

(Source: The Business Line, March 23, 2003)

 

Go to top













 

ICAI not for ‘certificate of independence’
The Institute of Chartered Accountants of India (ICAI) has asked the Department of Company Affairs (DCA) to drop a key recommendation of the Naresh Chandra Committee on Corporate Audit and Governance that would require audit firms to annually file a certificate of independence to the Audit Committee or the board of directors of the client company.

“We feel that the certificate of independence to an audit firm would result in more paper work. We have, therefore, written to DCA that the requirement of certificate of independence should not be considered in the proposed amendments to the relevant laws,” the President of the ICAI, Mr. R. Bupathy said.

(Source: the Hindu Business Line, April 10, 2003)

 

 

Go to top






© 2001 Academy of Corporate Governance