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Corporate Governance

Corporate Governance Policies for Indian Companies

Thirteen corporate governance policy documents for Indian companies, with an applicability table for listed, unlisted public and private companies.

Corporate Governance: what is covered

Board-level and company-level policies under the Companies Act, 2013 and, for listed companies, the SEBI listing regulations. Which policies apply depends on the type and size of the company, as the table below shows.

Documents in this group

Related Party Transactions Policy
Identification, approval and disclosure of transactions with related parties.
Corporate Social Responsibility Policy
Framework for CSR activities and their monitoring.
Nomination and Remuneration Policy
Criteria for appointment and remuneration of directors, key managerial personnel and senior management.
Vigil Mechanism and Whistleblower Policy
Channel for directors and employees to report genuine concerns, with safeguards against victimization.
Code of Conduct for Directors and Independent Directors
Standards of conduct and duties for directors.
Board Evaluation Policy
Manner of evaluating the board, its committees and individual directors.
Risk Management Policy
Identification, assessment and mitigation of business risks.
Internal Financial Controls Policy
Policies and procedures for orderly conduct of business and reliable financial reporting.
Loans, Investments and Guarantees Policy
Process for inter-corporate loans, investments and guarantees.
Deposits Acceptance Policy
Framework for companies that accept deposits.
Fraud Reporting Policy
Identification and reporting of fraud.
Board Diversity and Succession Planning Policy
Diversity on the board and planning for succession.
Familiarization Programme for Independent Directors
Programme to familiarize independent directors with the company and its business.

Applicability by company type

PolicyListed companyUnlisted public companyPrivate companyBasis
Related Party TransactionsRequiredConditionalConditionalCompanies Act s.177 and s.188; SEBI listing regulations (Reg. 23) for listed companies
Corporate Social ResponsibilityConditionalConditionalConditionalCompanies Act s.135; applies when prescribed thresholds are met
Nomination and RemunerationRequiredConditionalGood practiceCompanies Act s.178; SEBI listing regulations (Reg. 19); prescribed classes of public companies
Vigil Mechanism and WhistleblowerRequiredConditionalConditionalCompanies Act s.177(9); applies to prescribed classes
Code of Conduct for DirectorsRequiredConditionalGood practiceCompanies Act s.149(8) and Schedule IV where independent directors are appointed; SEBI listing regulations
Board EvaluationRequiredConditionalGood practiceCompanies Act s.134(3)(p); listed and prescribed public companies
Risk ManagementRequiredConditionalConditionalCompanies Act s.134(3)(n) board report statement; SEBI listing regulations (Reg. 21) for specified listed companies
Internal Financial ControlsRequiredConditionalConditionalCompanies Act s.134(5); applicability varies by company type
Loans, Investments and GuaranteesConditionalConditionalConditionalCompanies Act s.186; applies by transaction type and limits
Deposits AcceptanceConditionalConditionalConditionalCompanies Act s.73 and s.76; relevant only if the company accepts deposits
Fraud ReportingConditionalConditionalConditionalCompanies Act s.143(12); auditor reporting duty, policy supports the process
Board Diversity and Succession PlanningRequiredGood practiceGood practiceSEBI listing regulations (Reg. 17 and Reg. 19) for listed companies
Familiarization ProgrammeRequiredGood practiceGood practiceSEBI listing regulations (Reg. 25) for listed companies

Indicative summary only. Please confirm for your facts, including size, activity and the current rules.

Format

Documents are provided as editable Word templates with PDF versions, and fillable PDF forms where a form is meant to be completed on screen. They are delivered with your company branding: name, logo, header and footer. They are drafted with reference to applicable Indian laws. Templates should be customized to your facts and circumstances.

Related

HR and Corporate Governance Policy LibraryOverview of all documents Governance Policies for Listed and Unlisted Companies in India HR and Governance Documentation for Investor Due Diligence

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