“Unveil the essentials of corporate governance disclosures for listed companies. Navigate through SEBI regulations, reporting requirements, and key disclosures for board composition, committees, remuneration, general meetings, and more. Elevate transparency and investor confidence with comprehensive governance reports.”

Introduction:-

Every Listed Company need to prepare Corporate Governance Report as a annexure to Board Report, In accordance with Regulation 34(3) and 36 read with schedule V of The Securities and Exchange Board of India (SEBI) listing regulation disclosures shall be made in the section on the corporate governance of the annual report. These disclosure requirements will serve as a check on the matters of governance and will go a long way in instilling a greater investor confidence in the market. Corporate governance reports reflect how corporations monitor the actions, policies, practices and decisions of the corporation, as well as the effect of their actions on their agents and affected stakeholders.

The following disclosures shall be made in the section on the corporate governance of the annual report:

Sr. No. Reference Particulars Notes Reporting
1 Schedule V(C)(1) Philosophy on code of governance A brief statement on listed entity’s philosophy on strengthening good governance practices. In this section you can also add any initiative taken by company for best practices and governance Mandatory
2 Schedule V(C)(2) Board of directors Composition and category of directors Disclosure of Board Composition and category of directors (e.g. promoter, executive, non-executive, independent non-executive, nominee director – institution represented and whether as lender or as equity investor) Mandatory
Attendance of each director at BM and last AGM Attendance of each director at the meeting of the board of directors during the financial year and the last annual general meeting held shall be reported. Mandatory
Number of other board of directors or committees in which a directors is a chairman / member. Disclosure w.r.t number of other board of directors or committees in which a directors is a member or chairperson including separately the names of the listed entities where the person is a director and the category. Mandatory
Number of meetings of the board of directors held and dates on which held Disclosure w.r.t. number of meetings of the board of directors held and dates on which held during the financial year including a statements that the gap between two Meetings did not exceed one hundred and twenty days Mandatory
Disclosure of relationships Disclosure of relationships between directors inter-se shall be reported. Mandatory
A chart or a matrix setting out the skills/expertise/competence of the board of directors. A chart or a matrix setting out the skills/ expertise/ competence of the board of directors specifying the names of directors who have such skills / expertise / competence shall be required to disclosed. Mandatory
Confirmation on independency of independent directors A confirmation in the report is require that in the opinion of the board, the independent directors fulfill the conditions specified in these regulations and are independent of the management. Mandatory
Resignation of an independent director A detailed reasons as may be specified by the regulation is to be given for the resignation of an independent director who resigns before the expiry of his/her tenure along with a confirmation by such director that there are no other material reasons other than those provided. Mandatory
3 Schedule V(C)(3) Audit Committee Terms of reference A brief description of terms of reference is required or weblink for the same is to be provided in report. Mandatory
Composition Composition, name of members and chairperson. Mandatory
Attendance Meetings held and attendance by each members during the year. Mandatory
4 Schedule V(C)(4) Nomination Remuneration Committee Terms of reference A brief description of terms of reference is required or weblink for the same is to be provided in report. Mandatory
Composition Composition, name of members and chairperson. Mandatory
Attendance Meetings held and attendance by each members during the year. Mandatory
Performance evaluation criteria for independent directors Mandatory
5 Schedule V(C)(5) Stakeholders Relationship Committee Composition, attendance, terms of reference and details of Complaint A brief description of terms of reference is required or weblink for the same is to be provided in report. Mandatory
Name of the non-executive director heading the committee and name and designation of the compliance officer and attendance during the year Mandatory
Number of shareholders’ complaints received / not solved or pending during the financial year Mandatory
5A Schedule V(C)(5A) Risk management Composition, attendance, terms of reference and details of Complaint A brief description of terms of reference is required or weblink for Risk management policy is to be provided in report. Mandatory
Composition, name of members and chairperson. Mandatory
Meetings held and attendance by each members during the year Mandatory
6 Schedule V(C)(6) Remuneration of directors All pecuniary relationship with directors all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity to be reported. Mandatory
Criteria of making payments to nonexecutive directors Criteria of making payments to non-executive directors. Alternatively, this may be disseminated on the listed entity’s website and reference drawn thereto in the annual report. Mandatory
Disclosures with respect to remuneration disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

1-all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc

2-details of fixed component and performance linked incentives, along with the performance criteria

3-service contracts, notice period, severance fees

4-stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable

Mandatory
7 Schedule V(C)(7) General body meetings Location and time, where last three annual general meetings held Mandatory
Whether any special resolutions passed in the previous three annual general meetings
Whether any special resolution passed last year through postal ballot – details of voting pattern
Person who conducted the postal ballot exercise
Whether any special resolution is proposed to be conducted through postal ballot
Procedure for postal ballot
8 Schedule V(C)(8) Means of communication Quarterly results Mandatory
Newspapers wherein results normally published – any website, where displayed
Whether it also displays official news releases; and
Presentations made to institutional investors or to the analysts
Annual general meeting – date, time and venue
Financial year – generally April to march
Dividend payment date
The name and address of each stock exchange(s) at which the listed entity’s securities are listed and a confirmation about payment of annual listing fee to each of such stock exchange(s)
Stock code
Market price data- high, low during each month in last financial year
Performance in comparison to broad-based indices such as BSE Sensex, CRISIL Index etc
9 Schedule V(C)(9) General shareholder information In case the securities are suspended from trading, the directors report shall explain the reason thereof Mandatory
Registrar to an issue and share transfer agents
Share transfer system
Distribution of shareholding
Dematerialization of shares and liquidity
Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity
commodity price risk or foreign exchange risk and hedging activities
Plant locations
Address for correspondence
List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad
Materially significant related party transactions Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large. Mandatory
Details of non-compliance Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years Mandatory
Vigil mechanism whistle blower policy Details of establishment of vigil mechanism whistle blower policy, and affirmation that no personnel has been denied access to the audit committee Mandatory
Details of compliance with mandatory requirements and adoption of the non-mandatory requirements Mandatory
Web link where policy for determining ‘material’ subsidiaries is disclosed
Web link where policy on dealing with related party transactions
Disclosure of commodity price risks and commodity hedging activities
Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A)
10 Schedule V(C)(10) Other Disclosures Disclosure where board had not accepted any recommendation of any committee Where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons thereof: Provided that the clause shall only apply where recommendation of / submission by the committee is required for the approval of the Board of Directors and shall not apply where prior approval of the relevant committee is required for undertaking any transaction under these Regulations Mandatory
Total fees paid to the statutory auditor Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part Mandatory
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: a. number of complaints filed during the financial year b. number of complaints disposed of during the financial year c. number of complaints pending as on end of the financial year.] Mandatory
Loans and advances in the nature of loans to firms/companies in which directors are interested Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount Provided that this requirement shall be applicable to all listed entities except for listed banks Mandatory
Details of material subsidiaries of the listed entity Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries Mandatory
11 Schedule V(C)(11) Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed Mandatory
12 Schedule V(C)(12) The corporate governance report shall also disclose the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted. Mandatory
13 Schedule V(C)(13) The disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 shall be made in the section on corporate governance of the annual report
14 Additional Point apart from LODR Schedule Code of Conduct Mandatory, if
Policy for NRC and CSR Mandatory, if any

Note- Above list are not exhaustive companies can make disclosure in report on voluntarily basis as well, there is no restriction on reporting to stakeholders.

Author Bio

Qualification: Student - CA/CS/CMA
Company: Thermax Limited
Location: PUNE, Maharashtra, India
Member Since: 07 Feb 2022 | Total Posts: 8
I am a Company Secretary, currently working with Thermax Ltd at Pune as a CS management trainee. I am an energetic and passionate person for my profession. I enjoy doing my work, and have a genuine interest in corporate practices. View Full Profile

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