AIDI Round Up: Corporate Governance Newsletter

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COVID-19 is likely to materially impact the financial position and statutory compliances of many companies in India. It is therefore important for directors, whether executive, non-executive or independent directors and the management of each company to consider whether there are additional circumstances to assess before they sign off on financial statements and report by the Board of Directors (“Board”) for the financial year (FY) 2019-20, especially considering the impact that COVID-19 may have. The financials of a company play an important role in depicting the state of affairs of the company and are relied upon by the stakeholders. Especially companies which have investments from private equity funds / strategic investors or have financing arrangements from lenders / financial institutions need to pay attention while drawing up financials for FY 2019-20 due to COVID-19. Read More
Ness Wadia, 4 cos settle disclosure violation case with Sebi
Ness Wadia, one of the promoters and non-executive director on the board of three listed companies— Britannia Industries, the Bombay Dyeing and Manufacturing Company and the National Peroxide – and one of the promoters and managing director of another listed company Bombay Burmah Trading Corporation, allegedly failed to make timely disclosures to these companies regarding his arrest and sentencing by the Japanese court. Read More
GSK plans to sell Rs 28,000 crore stake in Hindustan Unilever
GlaxoSmithKline (GSK) plc, which owns 5.7 per cent stake in Hindustan Unilever Ltd (HUL), is planning to sell its shareholding through a series of block trades, according to Bloomberg News. If the deal is executed successfully, this could be the largest block trade in India. Read More
Time to make India global manufacturing hub in post-coronavirus world
India can be the destination of choice for global manufacturing in the post-COVID 19 world if it gets its acts together with the right policies as a lot of things are going for the country, say industry experts. Areas like drones and robotics would see major investment and research going forward in India, which would move faster into the digital age, they said, discussing opportunities for the country once the coronavirus-inflicted situation returns to normalcy. Read More
Barclays CEO says 'putting 7,000 people in a building may be thing of the past'
The coronavirus pandemic could permanently change how many bankers make the daily trudge into tightly packed city centre offices, Barclays CEO Jes Staley said on Wednesday. The bank, which like companies worldwide has seen the majority of its staff work from home or backup sites, will not revert fully to its pre-January working habits, Staley said. Read More
BSE puts in place penalty structure for non-submission of cyber security report.
Leading stock exchange BSE recently introduced a penalty structure for brokers who fail to make timely submission of cyber security and cyber resilience audit report and said prolonged non-compliance will result in disablement of trading terminals. Read More
 
Uber CTO Quits As Company Reportedly Weighs Job Cuts.
Uber Chief Technology Officer Thuan Pham is resigning after seven years as an executive at the company. Uber Technologies has been hit hard by the COVID-19’s impact on the travel industry, as global transportation has ground to a virtual standstill. Read More
D&O Liability Insurance – Safeguarding Independent Directors.
An Independent Director is liable for any foul play occurring due to negligence or errors of omission or commission in board processes, which might happen with their knowledge or consent, or when they are not diligent in discharging their duties. Though Independent Directors are immune to the errors made by other non-Independent Directors of the company, they can be held accountable for passive negligence. If an Independent Director is present in a board meeting where a management decision lead to a subsequent catastrophe, they cannot claim innocence citing that it happened without their approval unless their pushbacks are recorded in the minutes of the meeting.  If the Independent Director is found liable, either actively or passively, for any errors which have caused financial grief to any stakeholder, they will be held responsible. Independent Directors may have to contend with legal implications involving considerable financial expenses for their defence due to the sensitive nature of their work. Such expenses can pose severe financial losses for Independent Directors and the company itself. Can such expenses be adequately covered? Read More
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The Association of Independent Directors of India (AIDI) is formed with the primary objective of advancing exemplary board governance and establishing leading boardroom practices in India. As a non-profit, we are committed to facilitating healthy interface with the government to promote effectiveness of the Board as per the Companies Act, 2013.
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