CORPORATE GOVERNANCE AND COMPANIES ACT 20632006 Presented By
CORPORATE GOVERNANCE AND COMPANIES ACT 2063(2006) Presented By: Nitesh Khatiwada Mona Pokhrel Kalpana K. C. Dipti Dhungel
CORPORATE GOVERNANCE Practices Rules Processes
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE Equity and Inclusiveness Transparency Responsivenes s Rule of Law Participation Elements of Corporate Governanc e Accountabilit y
CORPORATE GOVERNANCE Rule of Law • Fair legal frameworks that are enforced by an impartial regulatory body, for the full protection of stakeholders Transparency • Information should be provided in easily understandable forms and media • Freely available and directly accessible to those who will be affected Accountability • Who is accountable for what
CORPORATE GOVERNANCE Responsiveness • Organizations and their processes are designed to serve the best interests of stakeholders within a reasonable timeframe Equity and Inclusiveness • Provide the opportunity for its stakeholders to maintain, enhance, or generally improve their well-being Participation • Freedom of expression and assiduous concern for the best interests of the organization and society
COMPANIES ACT (2006) Introduction q Date of authentication: 7 Kartik 2063 q Consits of 21 chapter which incudes various sections (188) and subsections q Act made to amend and consolidate the law related to companies
RULE OF LAW • To bring about dynamism in the economic developemt of country • To promote investment • To bring liberalization • Easier incorporation, operation and administaration • Simpler and transparent operation
TRANSPARENCY Chapter 7: Accounts and records of the company : 8 r e t p Cha udit A Transparency
ACCOUNTABILITY Chapt er 6 Board of Directors • • Sec 92: Disclosure by Directors Sec 95: Power and Duties of BOD Sec 99: Responsibilities and Duties of Directors Sec 101: Prohibition on Loans to Officers or Shareholders • Sec 102: Prohibition on Giving False Statements by Officers
ACCOUNTABILITY Chapter 8: Audit • Sec 115: Functions and Duties auditor Chapter 9: Call for Explanation and Investigation • • Sec 120: Sec 121: Sec 122: Sec 124: Power of office to call for explanation Power of office to depute inspector Function, Duty and Power of Inspector Report to be submitted Chapter 18: Audit Committee
RESPONSIVENESS Chapter 4: Shares and Debentures • Sec 29: • Sec 56: Power to Issue Shares at Premium Power of Company to Alter its Share Capital Chapter 6: Board of Directors • Sec 95: Power and Duties of BOD Chapter 11: Cancellation of Registration of Company • Sec 136: Power of Office to Cancel Registration
EQUITY AND INCLUSIVENESS Chapter Protection of Share 12: Holders • Sec 138: Power to prevent directors and officer from doing unauthorized act • Sec 139: Remedy for act or done against rights and interest of shareholders • Sec 140: Right to shareholder to institute case in behalf of company • Sec 141: Acquisition or sale of property
PARTICIPATION Chapter 5 : Meeting of the company • Sec 67: General meeting of the company • Sec 68: Directors required to be present • Sec 69: Legality of meeting • Sec 71: Right to vote • Sec 73: Quorum • Sec 76: Annual General Meeting
COMPANIES ACT (2006) Provisions Ralating to Single Shareholder Company • Sec 52: Single shareholder company not required to call meeting of the board of director • Sec 153: Transfer and transmission of shares of single shareholder company
CONCLUSION q Significant legal framework for promoting the industry and commerce which eventually impact to the national economy and development. q The prevailing Act has been promulgated very recently and it is necessary to observe its practices in living reality for making actual evaluation on it.
CONCLUSION q Theoretically this Act is so sound and compatible with the contemporary requirement. It is made on the basis of long self-experiences and international influences which would appropriate or expected feedback. q Although it may be possible to reform or amend to the every legal framework but it can be said that the Act will be compatible for solving the disclosed problems.
- Slides: 19