48866596 corporate governance practice in sbi and wipro

8/9/2019 48866596 Corporate Governance Practice in SBI and WIPRO

1/44


2/44

What is Coporate

Governance?

Corporate governance is the setof processes, customs, policies, laws, and institutions aectingthe way a corporation (or company) is directed, administeredor controlled.

Corporate governance also includes the relationships amongthe many staeholders involved and the goals for which thecorporation is governed.

!he principal staeholders are the shareholders, the "oard of

directors, employees, customers, creditors, suppliers, and thecommunity at large.

#t is a system of structuring, operating and controlling acompany with a view to achieve long term strategic goals tosatisfy shareholders, creditors, employees, customers andsuppliers, and complying with the legal and regulatory

re$uirements, apart from meeting environmental and localcommunity needs. !he de%nition is drawn from the Gandhian principle of

trusteeship and the &irective 'rinciples of the #ndianConstitution.

Corporate Governance is viewed as "usiness ethics and amoral duty.


3/44


4/44

State Bank of India is the largest stateowned "aning and %nancialservices company in #ndia, "y almost every parameter revenues,

pro%ts, assets, maret capitaliation, etc. !he "an traces its ancestry to *ritish #ndia, through the #mperial *an

of #ndia, to the founding in +- of the *an of Calcutta, maing it theoldest commercial "an in the #ndian /u"continent.

!he Government of #ndia nationalied the #mperial *an of #ndia in

+011, with the 2eserve *an of #ndia taing a -3 stae, and renamedit the /tate *an of #ndia.

!he /tate *an Group, with over +,--- "ranches, has the largest"aning "ranch networ in #ndia..

!he /tate "an of #ndia is the +-th most reputed company in the worldaccording to 4or"es

/*#5s still surviving associate "ans are6 /tate *an of *ianer 7 8aipur/tate *an of 9ydera"ad /tate *an of :ysore /tate *an of 'atiala/tate *an of !ravancore

/*# has ;+--- *ranches

(including the "ranches of /tate *an of #ndore), as on ;


5/44

The Bank's hilosophy on Code of!overnance /tate *an of #ndia is committed to the "est practices in the area of corporate

governance, in letter and in spirit.

!he *an "elieves that good corporate governance is much more thancomplying with legal and regulatory re$uirements.

Good governance facilitates eective management and control of "usiness,ena"les the *an to maintain a high level of "usiness ethics and to optimie thevalue for all its staeholders.

!he o"ectives can "e summaried as6 @ !o enhance shareholder value. @ !oprotect the interests of shareholders and other staeholders includingcustomers, employees and society at large. @ !o ensure transparency andintegrity in communication and to mae availa"le full, accurate and clearinformation to all concerned. @ !o ensure accounta"ility for performance and toachieve eAcellence at all levels. @ !o provide corporate leadership of higheststandard for others to emulate.

!he role of the Chairman and the *oard of &irectors are also guided "y the /*#


6/44

Composition of the Board /tate *an of #ndia was formed in +011 "y an


7/44

Committees(+) BAecutive Committee,

(;)


8/44

&eetings of the Central Board and its Committees !he *an5s Central *oard meets a minimum of siA times

a year.

&uring the year ;--0+-, ten Central *oard :eetingswere held.


9/44

23ecutive Committee of the Central Board !he BAecutive Committee of the Central *oard (BCC*) is constituted in terms

of /ection =- of the /*#


10/44

#udit Committee of the Board !he


11/44


12/44

Risk &anagement Committee of the Board

!he 2is :anagement Committee of the *oard(2:C*) was constituted on the ;=rd :arch ;--D,

to oversee the policy and strategy forintegrated ris management relating to credit

ris, maret ris and operational ris. !he Committee was last reconstituted on the 0th

:ay ;--0 with siA mem"ers.

!he :anaging &irector 7 Chief Credit and 2is

Jcer is the Chairman of the Committee.2:C* meets a minimum of four times a year,

once in each $uarter. &uring ;--0+-, fourmeetings of the 2:C* were held.


13/44


14/44

Shareholders'9Investors' !rievance Committee ofthe Board #n pursuance of Clause D0 of the Eisting D 1umber of complaints not solved to the satisfaction of shareholders; K#E 1umber of ending Complaints; K#E 1ame and designation of Compliance o


15/44

Special Committee of the Board for &onitoring of=arge 0alue 4rauds "Rs+$ crore and above) !he /pecial Committee for monitoring of Earge Halue 4rauds

(2s.+ crore and a"ove) was constituted on the ;0th :arch;--D. !he maor functions of !he Committee was last reconstituted

on the 0th :ay ;--0 with %ve mem"ers and is chaired "y anoneAecutive &irector.

!he Committee met four times during ;--0+- and reviewed

the position of complaints the Committee are to monitor andreview all large value frauds with a view to identifyingsystemic lacunae, if any, reasons for delay in detection andreporting, if any, monitoring progress of C*# 'oliceinvestigation, recovery position, ensuring that staaccounta"ility eAercise is completed $uicly, reviewing theecacy of remedial action taen to prevent recurrence of

frauds and putting in place suita"le preventive measures. !he Committee was last reconstituted on the 0th :ay ;--0

with seven mem"ers. !he :anaging &irector 7 Chief Credit and 2is Jcer is the

Chairman of the Committee. !he Committee met four timesduring ;--0+-.


16/44

Customer Service Committee of the Board

!he Customer /ervice Committee of the*oard was constituted on the ;th


17/44

Technology Committee of the Board

!he !echnology Committee of the *oard was constituted on ;th


18/44

Remuneration Committee of the Board

!he 2emuneration Committee was constituted on;;nd :arch ;-->, for evaluating the performanceof Whole !ime &irectors of the *an in connectionwith the payment of incentives, as per the schemeadvised "y Government of #ndia in :arch ;-->.

!he Committee was last reconstituted on 0th :ay;--0. !he Committee has four mem"ers consisting of (i)

the Government Kominee &irector, (ii) the 2*#Kominee &irector and (iii) two other &irectors &r


19/44

#ttendance of the #nnual !eneral &eeting

!he


20/44

Disclosure !he *an has not entered into any materially signi%cant related party

transactions with its 'romoters, &irectors, or :anagement, their su"sidiaries orrelatives, etc., that may have potential conNict with the interests of the *an atlarge.

!he *an has complied with applica"le rules and regulations prescri"ed "y stoceAchanges, /B*#, 2*# or any other statutory authority relating to the capitalmarets during the last three years. Ko penalties or strictures have "een imposed"y them on the *an. Higilance guidelines of the *an are in place, which providethat the *anLs sta may have direct access to the *anLs Chief Higilance Jcer.

!he guidelines also protect any sta acting as the OinformerL from any punitiveaction for "eing a whistle"lower. !he *an has complied in all respects with there$uirements of Clause D0 of the Eisting


21/44

&eans of Communication

!he *an strongly "elieves that all staeholders should have accessto complete information on its activities, performance and product

initiatives.


22/44

Wipro >ipro Technologies =imited is a giant information technology servicescorporation head$uartered in *angalore, #ndia.

>, when #*: was ased to leave #ndia, Wipro entered the informationtechnology sector.

#n +0>0, Wipro "egan developing its own computers, and in +0+ started sellingthe %nished product. !his was the %rst in a string of products that would maeWipro one of #ndia5s %rst computer maers. Wipro !echnologies hired managerswho held their employees to strict performance standards.

#n +0- Wipro moved into software development and started developingcustomied software pacages for their hardware customers.

!his eApanded their #! "usiness and su"se$uently developed the %rst #ndian -chip. /ince +00; Wipro has "egun to grow its roots oshore in Inited /tates and"y ;--- Wipro Etd


23/44

&a.or Divisions #! /ervices6 Wipro provides complete range of #! /ervices to

the organiation. !he range of services eAtends fromBnterprise


24/44

Corporate governance in

Wipro !he /pirit of Wipro represenrs the core values of Wipro.

!he three values encapsulated in the /pirit of Wipro are6

$+Intensity to >in 7&ake customers successful +Team?innovate and e3cel

+#ct /ith Sensitivity7Respect for the individual Thoughtfuland responsible

@+Anyielding Integrity7Delivering on commitments onesryand fairness in action

!his has "een articulated through the Company5s Code of *usinessConduct and Bthics, Corporate Governance guidelines, charters ofvarious su"committees of the *oard and Company5s &isclosurepolicy.

!hese policies see to focus on enhancement of longtermshareholder value without compromising on Bthical /tandards ,andCorporate /ocial 2esponsi"ilities.

!hese practices form an integral part of the Company5s strategicand operating plans.


25/44

Corporate Governance philosophy is put into practice inWipro through the following four layers, namely,

!overnance by Shareholders?

!overnance by Board of Directors?

!overnance by Sub7committee of Board of Director

!overnance of the management process

&elegation of authority through these su" committees and

through the management provides the re$uired clarity anddirections to the organiation.


26/44


27/44

Shareholders' satication Survey - !he Company conducted a /hareholders5 /atisfactionsurvey in 8uly ;--0 seeing views on various matters relating to investor services.

ebsite; !he Company5s we"site contains a separate dedicated section Q#nvestorQ whereshareholders information is availa"le. !he


28/44

#nnual Report6

/hareholding 'attern as of :arch =+, 2010 under Clause =1 of theEisting


29/44

/BCJK& E


30/44

!he pro%le of &irectors are given "elow as of :arch = #, ;-+-

.

&r. 8agdish K. /heth has served as a &irector on *oard sll+ce 8anuary+000.

Karayanan Haghul has served as a &irector on *oard since 8une +00>.. 'riya :ohan /inha "ecame a &irector of company 8an,;--;.

>illiam #rthur Jwens has served as a &irector on *oard since 8uly +,2006

/uresh C. /enapaty has served as Chief 4inancial Jcer

/uresh Haswani has served as 8oint CBJ (#! *usiness) and BAecutive&irect$r since


31/44

Information Fo/ to the board members

Company su"mitted information to the *oard for theirreview, inputs and approval. Eiewise, $uarterly %nancialstatements are %rst presented to the


32/44

ost7meeting follow-up system-#fter the hoard meetings, we have aformal system of follow up, review and reporting on actions taen "y themanagement on the decisions of the *oard and su"committees of the

*oard. Disclosure of materially signicant related party transaction

&uring the year ;--0 + -, no transactions of material nature had "eenentered into "y the Company with the :anagement or their relatives thatmay have a potential conNict with interest of the Company.

Whistle BLower policy and armation that no personnel has been

denied access to the


33/44

Remuneration Policy and criteria of making payments irectors-

Compensation Committee recommends the remuneration, including thecommission "ased on the net pro%ts of the Company for the Chairmanand : & and BAecutive &irectors. !his is then approved "y the *oard and

shareholders. 'rior approval of shareholders is o"tained in use ofremuneration to KonBAecutive directors

!he remuneration paid to Chairman and :anaging &irector and BAecutive&irectors is determined eeping in view the industry "enchmar, the

relative performance of the Company to the industry performance, andmacro economic review on remuneration pacages of CBJs of other

orgal+lations. #ndependent KonBAecutive &irectors are appointed for their professional

eApertise in their individual capacity as #ndependent professionals.#ndependent KoneAecutive &irectors receive sitting fees for attendingthe meeting of the

*oard and *oard Committees and commission as approved "y the *oard

and shareholders, !his remuneration approved "y the *oard su"ect tothe condition that cumulatively it shall not eAceed + 3 of the net pro%tsof the Company for all #ndependent KonBAecutive &irectors in aggregatefor one %nancial year, su"ect to an individual limit for each of the KonBAecutive &irectors,


34/44

!9#2& E


35/44


36/44

!he Chairman of the +, 4e"+,;;;-+-.


37/44

Boar go!ernance an Komination Committee #n


38/44

!he primary responsi"ilities of Committee areF

&evelop and recommend to the *oard Corporate Governance

Guidelines applica"le to the company.Bvaluation of the *oard on a continuing "asis including an

assessment of the eectiveness of the full "oard, operations ofthe *oard Committees and Contri"utions of #ndividualsdirectors.

Eay down policies and procedures to asses the re$uirement, forinclusion of new mem"ers on the *oard.

#mplementing policies and processes relating ro corporategovernance principles.

Bnsuring that appropriate procedures are in place to access

*oard mem"ership needs and *oard eectiveness. 2eviewing the Company5s policies that relate to matters of C/2

including of pu"lic issue of signi%cance to the company and itsstae holders.

4ormulating the disclosure 'olicy, its review and approval of

disclosure.


39/44

"o#$ensationCommittee

BAecutive Hice 'resident9uman 2esources maes periodicpresentations to the Compensation Committee on

compensation reviews and performance lined compensation. !he mem"ers of the Compensation Committee are as follows6

mr.


40/44


41/44

:r. H 2amachandran, Company /ecretary isour Compliance Jcer for the Eisting


42/44


43/44

compliance to Code of *usiness Conduct and Bthics (CJ*C) ismonitored through6

employees are annually re$uired to go through the training andawareness modules created on CJ*C and understand theprinciples of each of the 'olicies "riefed under CJ*C

2andomly selected employees ate tested on the complianceeectiveness of the 'olicies covered under CJ*CF this primarily

ena"les the Company to analye the gaps and create !rainingawareness modules to address the same.


44/44

*mbudsman process

Company adopted an Jm"udsmen process which

is the channel for receiving and redressingemployees5 complaints. Bncourage employees toreport any reporting of fraudulent %nancial or otherinformation to the staeholders, any conduct that

results in violation of the Company5s Code of*usiness Conduct and Bthics, to management (onan anonymous "asis, if employees so desire).

:echanism followed under Jm"udsmen process isappropriately communicated within the Companyacross all levels and has "een displayed on Wipro5sintranet and on Wipro5s we"site at www.willro.com

48866596 corporate governance practice in sbi and wipro

Documents