CORPORATE GOVERNANCE 01

RESPONSIBILITIES OF THE BOARD OF DIRECTORS 

The board of Directors is responsible for supervising the management of theCorporation’s business and its affairs. It has the statutory authority and obligation to protect and enhance the assets of the Corporation in the interest of all of its shareholders.Although Directors may be elected by the shareholders to bring a special expertise or point of view to board deliberations, they are not chosen to represent a particular constituency. The best interest of the Corporation must be paramount at all times.Regular Board and committee attendance, preparation and active participation in setting goals, and requiring performance in the interest of shareholders evidence the involvement and commitment of Directors.Management of the Corporation’s business is done through the President and Chief Executive Officer (CEO), who is charged with the day-to-day management of the Corporation. The board approves the goals of the business, the objectives and policies within which it is managed, and then steps back and evaluate management performance.Reciprocally, management keeps the board fully informed of the progress of theCorporation towards the achievement of its established goals and of all materialDeviations from the goals or objectives and policies established by the Board in a timely and candid manner.The Board operates by delegating certain of its responsibilities and authority, including spending authorization, to management and reserving certain powers to itself. Its principal duties fall into seven (7) categories.

1.MANAGEMENT SELECTION, RETENTION AND SUCCESSION                                     

(a)Subject to the Articles and By-Laws of the Corporation, the Board manages its own affairs, including planning its composition, selecting its Chairman, who shallnot be the CEO, nominating candidates for election to the Board, appointing themembers of its committees, establishing the terms of reference and duties of itscommittees, and determining Board compensation.                                                                                     

(b)The Board has responsibility for the appointment and replacement of the CEO, for monitoring CEO performance, and for determining CEO compensation.                                                                                    

(c)The Board has responsibility for approving the appointment and remuneration of all corporate officers, acting upon the advice of the CEO, and for ensuring that adequate provision has been made for management succession.

(d)The Board shall provide an orientation and induction program for new Directors and shall encourage and provide opportunities for all Directors to continually update their skills as well as their knowledge of the Corporation, its business and its senior management.

2.STRATEGY DETERMINATION

(a)The Board has the responsibility to participate directly or through its committees,  in developing and approving the mission of the Corporation’s business, its objectives and goals, and the strategy for their achievement. The Board shall, among other assessment processes, evaluate management’s analysis of the strategies of the Corporation’s competitors or of companies of a scale similar to that of the Corporation.

(b)The Board has responsibility to ensure congruence between shareholders’expectations, the Corporation’s plans and management performance.

(c)The Board has the responsibility to review the Corporation’s annual strategic plan with senior management prior to the commencement of each year and approve the plan. The plan shall take into account, among other things, the opportunities and risks of the Corporation’s business.

 3.RISK EVALUATION

The Board has the responsibility to identify the principal risks of the Corporation’s business and ensure the implementation of appropriate systems to manage such risks.

4.MONITORING AND ACTING

(a)The Board has responsibility to monitor the Corporation’s progress towards its goals, and to revise and alter its direction in light of changing circumstances. At every regularly scheduled meeting, the Board shall review recent developments, if any that impact upon the Corporation’s growth strategy. The Board shall, as part of its annual strategic planning process, conduct a review of human, technological and capital resources required to implement the Corporation’s growth strategy and of the regulatory, cultural or governmental constraints on the Corporation’s business.

(b)The Board has responsibility to provide advice and counsel to the CEO, and to take action when performance falls short of its goals or other special Circumstances warrant.

5.POLICIES AND PROCEDURES

(a)The Board has responsibility to approve and monitor compliance with allsignificant policies and procedures by which the Corporation is operated,including the Corporation’s Environmental Policy and its Occupational Healthand Safety Policy. In particular, the Environmental Committee and theOccupational Health and Safety Committee, which have been established bymanagement, shall report to the Health, Safety and Environment Committee ofthe Board of Directorson their respective activities once a year.

(b)The Board has particular responsibility to ensure that the Corporation operates at all times within applicable laws and regulations, and ethical and moral standards.

(c)The Board has responsibility for monitoring compliance with the Corporation’s written Code of Ethics, granting any waivers from compliance for Directors and officers and causing disclosure of any such waivers to be made in the Corporation’s next quarterly report, including the circumstances and rationale for granting the waiver.

 6.DISCLOSURE TO SHAREHOLDERS AND OTHERS

(a)The Board has responsibility for ensuring that the performance of the Corporation is adequately reported to its shareholders, its other security holders, the investment community, the relevant regulators and the public on a timely and regular basis.

(b)The Board has responsibility for (i) reviewing and approving the Corporation’s unaudited quarterly financial statements and accompanying notes and the related Management’s Discussion and Analysis and press release (ii) ensuring that the Corporation’s audited annual financial statements are presented fairly and in accordance with generally accepted accounting standards and reviewing and approving such financial statements and accompanying notes and the related Management’s Discussion and Analysis and press release (iii) reviewing andApproving the Corporation’s Management Proxy Circular and (iv) reviewing and Approving the Corporation’s Annual Information Forms.

(c)The Board has responsibility for ensuring that timely disclosure is made by press release of any development that results in, or may reasonably be expected to result in, a significant change in the value or market price of the Corporation’s listed securities.

7.GENERAL LEGAL OBLIGATIONS

(a)To supervise the management of the business and affairs of the Corporation.

(b)To act honestly and in good faith with a view to the best interests of theCorporation.

(c)To exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(d)To act in accordance with the Canada Business Corporations Act, securities,environmental and other relevant legislation and the Corporation’s Articles andBy-Laws.

(e)To consider as the full Board and not delegate to a committee:

(i)Any submission to the shareholders of a question or matter requiring theapproval of the shareholders;(ii)the filling of a vacancy among the Directors;(iii)the manner and the terms of the issuance of securities;(iv)the declaration of dividends;(v)the purchase, redemption or any other form of acquisition of shares issuedby the Corporation;(vi)the approval of a management proxy circular;(vii)the approval of any take-over bid circular or Directors circular.(viii) the approval of the annual financial statements of the Corporation; or(ix)the adoption, amendment or repeal of By-Laws of the Corporation. 

Proposal:Merchandising in the apparel category in the retail

RATIONALE

The paper intends to throw light on the changes in Indian retail industry. In India, organized retailing, is contributing 3% of total retail sector and is still evolving. However, it is expected to increase to 5%, by 2010. Retail sector forms 10-11% of GDP. It is alluring in terms of investment, employment opportunity, and usage of technology. Retailing is in a rapid state of change due to speedy technological developments, changing competitive positions, varying consumer behavior as well as their expectations and liberalized regulatory environment. Indian organized retail industry was to the tune of Rs. 13,000 crore for the year 2000. Organized retail industry was expected to grow by 30 per cent in the next five years and was expected to touch Rs. 45,000 crore in 2005, by 2010.Indian retailing is clearly at a tipping point. India is currently the ninth largest retail market in the world. As we have noticed a shift of the apparel sector towards the organized retail over the years, our study focuses on the factors influencing consumer buying behavior of apparels in retail.

OBJECTIVE

· To understand different factors influencing consumer buying behavior of apparel

· To study the impact of visual merchandising on the purchase of apparel.

SCOPE

The scope of the study is to understand the consumer buying behavior and how merchandising assists the purchase of apparel.

METHODOLOGY

The paper would gather assimilate and analyzed data from primary and secondary sources, a few of which are mentioned here below:

1. Questionnaire

2. Retail magazines

BENEFITS

The study seeks to provide a broad framework and overall impact analysis of visual merchandising on the male and female buying behavior for apparel. More importantly, it attempts to understand the psychological factors when it comes to purchasing apparels. We could also ascertain the importance of merchandising of apparel in the organised retail sector.

Shobha Murthy Interview – Part 01

So we had this opportunity to interview Ms Shobha Murthy of Aarambh NGO.

This was a part of our Idea Research initiaitve, under which we got a project on SOCIAL ENTREPRENEURSHIP. Our mentor is Gayatri Vivek. Ma’am told us to interview three of such personalities and write case studies on them. Hence we started of with Shobha who is a founder of Aarambh NGO. Aarambh caters to under privileged woman and children, and to up bring them using Education.

So on 9 August we got an appointment and all six of group members went to interview her. Following is a written form of the interview. We have two entities here Shobha amd SE. SE here refers to the group.

Q.1 : S.E : What was your education back ground ?

Shobha : Basically I am from Finance background, having qualified as a Chartered Accountan.

Q.2 : S.E : So after qualifying as a CA where did you work initially ?

Shobha : I worked for TATA and then for Lakme. But I always felt I am a miss fit for the job. I was not enjoying the corporate experience.

Q.3 : S.E : Ohk! But then why didn’t you tried some other company?

Shobha : Actually I was sure that I am not going to work in a professional organisation any more. So I joined USAid.

Q.4: S.E : What is USAid, we have heared it for the first time, is it some kind of NGO ?

Shobha: United States Agency for International Development is a the U.S. government organization responsible for most non-military foreign aid. It is during this time as an Auditor I visited many remote places of India like Uttaranchal and states like MP, Rajasthan and Gujurat. Then I even worked for CRY as a Finance Manager for 3 years.

Q.5: S.E : When was Aarambh esablished?

Shobha : It was after such varied experience i thought its high time to start something of my own. As I am a native of Vashi I was familiar with the slums of Turbhe. Also it is one of the biggest in this locality. Hence I started my first teaching centre in Turbhe and hence Aarambh was established. It was in year 1997. I took teaching because I understood that only education will empower the kids and women of the locality

Q.6 : S.E : A common question, how did you came about this name?

Shobha : Actually it is not me who named it. It is the community themselves agreed to this name. They were also very clear that they wanted the name registered in Devanagri Script.

Q.7 : S.E : What caste and creed do the locality belong to?

Shobha: People here are from all over the India. Basically they are migrants, settled in Mumbai for better job prospects.

Q.8 : S.E : What is the basic occupation here?

Shobha : They work either as construction workers or as rag pickers in the nearby APMC food grain market . They are untrained, unskilled and uneducated.

Proposal: CHANGES AND IMPACT OF POLICY REFORMS ON SOCIO-ECONOMIC DEVELOPMENT – PRE & POST LIBERALISATION SCENARIO IN INDIA

RATIONALE

The paper intends to throw light on the changes in the economic landscape of India’s economy by revisiting some of the major changes in the policy framework during pre and post liberalization era. A few factors such as rising inflation rates, acute balance of payments crisis and spiraling interest rates in the economy led to the introduction of a series of changes in the economic policies. A small reflection of the above situation was the current account deficit (as a percentage of GDP) that peaked at 3.1 percent in 1990-91(compared to an average level of 1.4 percent in the early 1980’s). Also, the inflation rate (measured by point-to-point changes in the Wholesale Price Index) climbed to alarming double-digit levels hitting 12.1 percent in 1990-91. The above mentioned situation made it imperative for the introduction of a few reforms and this paper gives an insight into the impacts of these reforms on the socio economic parameters. The economic reforms have brought about significant changes in the economic variables like the GDP growth rate, savings and investment, fiscal deficit, foreign exchange reserves to mention a few. This paper attempts to assess the extent to which these reforms have contributed to overall socio-economic development in India.

OBJECTIVE

·        To analyse the policy reforms introduced since 1990-91

·        To understand the impact on the socio economic development in the country

SCOPE

The scope of the policy changes would cover financial, fiscal, and trade sector reforms and their overall economic impact. The impact of these reforms would also be analysed from the social development perspective covering the areas of education, health, and poverty.

METHODOLOGY

The paper would gather, assimilate and analyse data from secondary sources, a few of which are mentioned here below:

1.      Reserve Bank of India

2.      World Bank

 3.      Economic and Political Weekly

4.      Economic Survey of India

5.      Government of India

BENEFITS 

The study seeks to provide a broad framework and overall impact analysis of the policy reforms. More importantly, it attempts to ascertain whether economic development has also translated into human development in the Indian economy. The research thus probes into the sustainability aspect of reform-led growth and hence its long-term implications for society, business, and the economy. The study hence builds a strong case and need for social development in India.