Good Governance 642021 By Rohan Byanjankar 1 Corporate

Good Governance 6/4/2021 By: Rohan Byanjankar 1

Corporate Governance • Corporate governance is the system of rules, practices and processes by which a company is directed and controlled. • Corporate governance essentially involves balancing the interests of a company's many stakeholders, such as shareholders, management, customers, suppliers, financiers, government and the community. 6/4/2021 By: Rohan Byanjankar 2

What makes Good Governance? 6/4/2021 By: Rohan Byanjankar 3

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 1. Provision relating to code of conduct to be observed by directors a) Directors of the Licensed institution to observe minimum acceptable standard of Code of Conduct b) Not to be Involve in activities against the interest of the licensed institution c) Prohibition for part-time working d) Prohibition to become Director of more than one licensed institution 6/4/2021 By: Rohan Byanjankar 4

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 1. Provision relating to code of conduct to be observed by directors e) Prohibition to misuse the position f) Records and Reports to be maintained complete and accurate g) Maintenance of confidentiality h) Fair and Equal treatment 6/4/2021 By: Rohan Byanjankar 5

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 2. Duties and Responsibilities of BODs a) It shall select and appoint qualified and able executives by adopting appropriate Personal Administration Byelaws. b) The licensed institution shall establish an Audit Committee to be headed by nonexecutive director c) Regular internal audit shall be conducted through qualified internal auditors. 6/4/2021 By: Rohan Byanjankar 6

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 2. Duties and Responsibilities of BODs d) Supervise and monitor the activities with a higher degree of prudence and competence, e) Directors may delegate authorities to employees, the ultimate responsibilities of the work of such employees lie on the director. f) Directors shall keep themselves up to date with the condition of the business, its activities… 6/4/2021 By: Rohan Byanjankar 7

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 2. Duties and Responsibilities of BODs g) Directors shall be familiar with relevant laws, relating regulations, and guidelines h) Professional Director of an institution shall not have subscribed the promoter share ownership of that institution i) Directors shall keep themselves up to date with the condition of the business, its activities… 6/4/2021 By: Rohan Byanjankar 8

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 2. Duties and Responsibilities of BODs j) Every Director who has been elected/nominated to Bank/financial institution shall have to take an oath of office and secrecy within thirty five days from the date of his/her election/nomination. 6/4/2021 By: Rohan Byanjankar 9

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 3. Appointment of Chief Executive a) Having required professional experience in banking transaction b) Having working experience at the senior level in banking and finance c) Not having been declared bankrupt or convicted of an offence involving dishonesty or fraud d) Not having involvement in doubtful transaction in investigation carried by NRB 6/4/2021 By: Rohan Byanjankar 10

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 3. Appointment of Chief Executive e) The Chief Executive shall not be eligible to work as an executive in other licensed institution. f) BFIs Regulation Department and Supervision Department shall be informed about the appoint of Chief Executive 6/4/2021 By: Rohan Byanjankar 11

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 4. Code of Conduct of Employees a) Employees not be engaged in the activities against the interest of the licensed institutions b) Permission for part time working c) Prohibition to hold trusteeship d) Prohibition to misuse the position e) Prohibition to misuse of information f) Maintenance of records and transaction 6/4/2021 By: Rohan Byanjankar 12

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 4. Code of Conduct of Employees g) Fair and Equal Treatment h) Maintenance of Confidentiality 6/4/2021 By: Rohan Byanjankar 13

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 5. Prohibition to Extend Credit to the Directors, Shareholders, Employees and Firms Related to Them a) To the director and members of their undivided family b) To the person, or firm in which the director or member of his undivided family is a manager, partner or agent c) To the firm or company in which the director or the members of his undivided family owns share of more than 15 percent. 6/4/2021 By: Rohan Byanjankar 14

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 6. Prohibited to be carried out by a Director, Chief Executive, Auditor, Board Secretary of bank and financial institution or by persons directly involved in management and accounting activities of bank a) To purchase/sell of securities of the concerned bank and financial institution and its subsidiaries. 6/4/2021 By: Rohan Byanjankar 15

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 6. Prohibited to be carried out by a Director, Chief Executive… b) To pledge or accept or give in gift securities of the concerned bank and financial institution and its subsidiaries. c) To allow transactions relating to the securities of the concerned bank and financial institution and its subsidiaries. 6/4/2021 By: Rohan Byanjankar 16

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 7. Compliance with Law while recovering loans a) The Concerned bank should give public notice to the concerned person or entity to replay the loan within 35 days. b) Upon service of notice according to (a), concerned financial institution should recover the loan amount within the stipulated time. 6/4/2021 By: Rohan Byanjankar 17

Provisions Relating to Good Corporate Governance (Directives No. 6/067) 7. Compliance with Law while recovering loans c) If the loan is not recovered, 100 percent provision shall be against such exposure 6/4/2021 By: Rohan Byanjankar 18

Source Nepal Rastra Bank (2067). Unified Directives by Nepal Rastra Banks and Financial Institutions Regulation Department, Nepal Rastra Bank (p. 196 -211) Download Unified Directives (English Version) https: //drive. google. com/file/d/0 Bzz 4 IBh 6 ys. Po. Mk 5 m. LVA 2 Y 0 hu. T 1 k/view? usp=s haring 6/4/2021 By: Rohan Byanjankar 19

THANK YOU !!! 6/4/2021 By: Rohan Byanjankar 20