14th May, 2018
NOTICE
Sub: Circular for implementation of certain
recommendations of the Committee on Corporate Governance under the Chairmanship
of Shri Uday Kotak
To all
Listed Companies
Attention of such aforesaid listed companies are drawn to SEBI Circular
Ref. No. SEBI/HO/CFD/CMD/CIR/P/2018/79
dated May 10, 2018 (copy available at CSE web-site at www.cse-india.com and SEBI web-site at www.sebi.com) wherein
The Committee on Corporate Governance under the
Chairmanship of Shri Uday Kotak made several recommendations. Most of
amendments necessary to implement these recommendations have been made in the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide
notification dated May 9, 2018.There a few recommendations as accepted by the
Board, which are to be implemented through issue of a circular.
Accordingly, the following provisions shall apply to
entities whose equity shares are listed on a recognized stock exchange:
a. Disclosures on
Board Evaluation:
The listed entity may consider the following as a part
of its disclosures on board evaluation:
i. Observations of board evaluation carried out for
the year.
ii. Previous year’s observations and actions taken.
iii. Proposed actions based on current year
observations.
b. Group
Governance Unit:
Where the listed entity has a large number of unlisted
subsidiaries:
i. The listed entity may monitor their governance
through a dedicated group governance unit or Governance Committee comprising
the members of its board of directors.
ii. A strong and effective group governance policy may
be established by the entity.
iii. The decision of setting up of such a
unit/committee or having such a policy shall lie with the board of directors of
the listed entity.
c. Medium-term
and long-term strategy:
The listed entity may consider the following with
respect to disclosure of medium-term and long-term strategy of the entity:
i. It may disclose, under the Management Discussion
and Analysis section of the Annual report, within the limits set by its
competitive position, its medium-term and long-term strategy based on a time
frame as determined by its board of directors.
ii. The listed entity may articulate a clear set of
long-term metrics specific to the company's long term strategy to allow for
appropriate measurement of progress.
d. The clause 4.4
of the SEBI Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016 shall stand
deleted.
This is for information and necessary action.
CS Chandrani Datta
Executive-Listing