Glimpses of the
Seventh
Award Function
Our Vision
Our Mission
“To be global leader in development of
“To continuously develop high calibre
professionals ensuring good corporate
governance and effective management
and to carry out proactive research and
development activities for protection of
interest of all stakeholders thus
contributing to public good.”
professionals specialising in corporate
governance”
Corporate Governance
ICSI National Award for Excellence in
Corporate Governance 2007
“Corporate Governance is the application of best management practices,
compliance of law in true letter and spirit and adherence to ethical
standards for effective management and distribution of wealth and
discharge of social responsibility for sustainable development of all
stakeholders.”
- ICSI definition of Corporate Governance
ICSI NATIONAL AWARD FOR EXCELLENCE
IN CORPORATE GOVERNANCE, 2008
PROGRAMME
Shri Prem Chand Gupta, Hon’ble Union Minister for
Corporate Affairs presenting Trophy to the Best Governed
Company (Kansai Nerolac Paints Ltd.)
AWARD FUNCTION : 11.00 A.M.
National Anthem
Welcome Speech
: Shri Keyoor Bakshi
President, The ICSI
Speech by Guests of Honour : Hon'ble Justice Shri R. C. Lahoti
Chairman, Jury and Former Chief Justice of India
Shri Prem Chand Gupta
Hon'ble Union Minister for Corporate Affairs
Shri Prem Chand Gupta, presenting Trophy to the Best
Governed Company (Tata Consultancy Services Ltd.)
Presentation of Awards
Address by the Chief Guest
: Shri M. Hamid Ansari
Hon'ble Vice President of India
Vote of Thanks
National Anthem
Tea
INVITATION
Shri N. Vaghul, Chairman (ICICI Bank Ltd.) receiving the ICSI
Life Time Achievement Award for Translating Excellence in
Corporate Governance into Reality for the year 2007
: We invite you to grace the Award function on
20th December, 2008 at Vigyan Bhawan, New Delhi
N.K. Jain
Secretary & CEO, The ICSI
Ph.011-24644429
41504444
E-mail: secretary@icsi.edu
ICSI HOUSE, 22, Institutional Area, Lodi Road, New Delhi-110003 • Phones : 011-41504444, 24617321-24, 24644431-32
E-mail : cga@icsi.edu • Website : www.icsi.edu
ICSI NATIONAL AWARD
FOR EXCELLENCE IN
CORPORATE GOVERNANCE
2008
Promoting Good Governance Amongst Corporates
Saturday, 20th December, 2008
Vigyan Bhawan, New Delhi
As a step towards realizing the vision of the Institute, the ICSI
National Award for Excellence in Corporate Governance was
instituted in the year 2001.The ICSI National Award for Excellence
in Corporate Governance contributes to this national level effort in
a prominent and exemplary way.
In this sequel, the Institute is organizing the presentation
ceremony of the ICSI National Award for Excellence in Corporate
Governance, 2008.
Objectives
The institution of the Award aims at promoting the cause of
Corporate Governance by:
•
Genesis
The creative approach to corporate governance has reformative
and regulatory aspects. These are, no doubt, crucial to corporate
governance.
Yet, creative corporate governance demands
thought and action to create effective boards. Research in
corporate governance will find what is, but it may not create what
is not. Generative governance will also create the non-existent. It
will require thinking that is profound and a perspective that
demands heroic performance by corporate board and its
members. Board is the top-level sub-system that directs and
activates the entire corporate system. Therefore, the perception
at this highest level must be clear and simple. There should be
clarity about the purpose and mission of the board. These must be
clearly defined.
Often, boards happen to take on the role of crisis managers. They
also indulge in micro managing the company.
This happens
because the board purpose and mission are not clear and defined.
Progressive and creative Boards emphasize that governance is on
a higher pedestal. This must remain so if the level of board
performance is to constantly raise its bar. When this happens
corporate management will also follow suit by creating leadership
approach that delights various stakeholders. Enlightened boards
therefore consciously create a culture of board leadership that will
provide a long-term vision and policy thinking in order to improve
the quality of governance. Board and its members will
continuously monitor self-performance and effectiveness.
Corporate governance is to provide visionary leadership and
clairvoyance for the all round development and enrichment of all
stakeholders whose interests have converged into the corporate
edifice.
In order to promote the culture of creativity as well as
conformance among corporates, the Institute has seen the Vision
“To be global leader in development of professionals specializing
in corporate governance”. The Institute, together with the Ministry
of Corporate Affairs, Confederation of Indian Industry and
Institute of Chartered Accountants of India, cofounded the
National Foundation for Corporate Governance as a national level
trust for promoting corporate governance culture in the country
and to benchmark the national effort against stiffening
international standards of corporate leadership for better
governance.
Awards
Awards for Best Governed Companies
On the basis of stipulated parameters, 25 participating companies
were short-listed. At the Award Function, the decision of the Jury
naming the Best Governed Companies will be announced in
alphabetical order of their name.
ICSI Lifetime Achievement Award
ICSI Lifetime Achievement Award will be conferred on an eminent
corporate personality for translating excellence in Corporate
Governance into reality.
Recognizing leadership efforts of corporate boards in
practising good corporate governance principles in their
functioning;
•
Recognizing implementation of innovative practices,
programmes and projects that promote the cause of corporate
governance;
•
Enthusing the corporates in focusing on corporate governance
practices in corporate functioning; and
•
Implementation of acknowledged corporate governance
norms in letter and spirit.
fgj.e;su ik=s.k lR;L; vihfâra eq[ke~
rr~ Roe~ iw’ku viko`.kq lR;/kekZ; n`’V;sAA
&bZ”kksifu’kn~
“The face of truth is masked, by a glittering golden vessel
You lift that (vessel) up, oh Lord, revealing religion of truth.”
- Ishopnishad
Chairman of Jury
Hon'ble Justice Mr. R. C. Lahoti
Former Chief Justice of India
Eligibility Criteria
(a) Listed entities which send their nomination for the Award
Members of Jury
(b) Unlisted companies which send their nomination for the
Award.
Source Documents for Evaluation
• Notice of Annual General Meeting;
• Directors' Report;
• Auditors' Report;
• Directors' Report on Corporate Governance;
• Management Discussion and Analysis;
Dr. J.J. Irani
Director, Tata Sons Ltd.
Mr. K.C. Chakrabarty
CMD, Punjab National Bank
Dr. M.B. Athreya
Management Consultant
Mr. Naresh Chandra
Former Cabinet Secretary
Mr. Philip Armstrong
Head, Global Corporate
Governance Forum
Mr. Prabir Sengupta
Distinguished Fellow
The Energy and Resources Institute (TERI)
Mr. Rajinder Gupta
Managing Director
Abhishek Industries Ltd.
Mr. Rajeev Chandrasekhar
President, FICCI
Mr. Rajiv Memani
Country Managing Partner
Ernst & Young Pvt. Ltd.
Mr. Rajnikant Patel
Former MD & CEO
Bombay Stock Exchange Ltd.
Mr. Raman Roy
Chairman & Managing Director
Quartrro BPO Solutions Pvt. Ltd.
Mr. Ravi Narain
MD & CEO
National Stock Exchange of India Ltd.
Mr. Sajjan Jindal
President, ASSOCHAM
Mr. S. Ramadorai
CEO & MD
Tata Consultancy Services Ltd.
Mr. T.K. Arun
Editor, Delhi
The Economic Times
Mr. Y.C. Deveshwar
Chairman, ITC Ltd.
Dr. Y. R. K. Reddy
Founder
Academy of Corporate Governance
and Yaga Consulting
Mr. Keyoor Bakshi
President, The ICSI
• Balance Sheet and Profit & Loss Account including Notes to the
Accounts;
• Responses of Companies to Questionnaires designed by the
Institute;
• Websites of the respective companies;
• Important
inputs about the companies available in
Press/Media;
• Assessment of the companies based on ICSI research and
analysis;
•
Industry norms & Investor perception.
Selection Criteria
• Board Independence & Governance;
• Board Systems and Procedures;
• Transparency and Disclosure Compliances;
• Consistent Shareholder Value Enhancement;
• Stakeholders Value Enhancement;
• Corporate Social Responsibility;
• Creative and contributive capabilities of top management sub-
systems;
• Sustainable relationship building with major stakeholders in the
corporate family;
• Future vision and future sustainability of the entire corporate
edifice and
• Other Good Corporate Governance Initiatives/Recognitions
Mr. N. K. Jain
Secretary to Jury and
Secretary & CEO, The ICSI