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Aug 6th, 2022
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How to Finish flag in the Corporate Governance Agreement

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welcome to this edition of diligence inside Europes boardrooms Im TK Kerstetter and I will be your host for todays show today were going to be talking about what boards should be discussing about governance and diversity and joining me as a guest is David Tyler whos currently the chairman of Hammerson and also the chairman of domestic Ange and general group and just retired as chairman of Sainsbury so David welcome well thank you TK its a pleasure to be here so by all those chairmanship youre certainly qualified to talk about any issue but why dont we start by giving the audience just the feel of both Hammerson and domestic in general what they do and if you serve on any other committees other than being the Chairman well Im happy to do that Hamilton is a listed company its a public company its a real estate company within with its investment in shopping centers and other retail parks and the like very clear focus on what what it does around Europe domestic in general is no

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Four principles lie at the heart of good corporate governance. Accountability, transparency, fairness and responsibility all impact the decisions board members make.
Provided that where the non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the company shall consist of independent directors.
Clause 49(II) Board of Directors: Composition: This part requires that the Company must have an optimum combination of Executive and non executive directors i.e. the Board must necessarily have 50% non- executive directors. Also, it is mandated that there must be at least one woman director.
As per Clause 49, for a company with an Executive Chairman, at least 50 per cent of the board should comprise independent directors. In the case of a company with a non-executive Chairman, at least one-third of the board should be independent directors.
Clause 49 of SEBI Listing Agreement With clause 49 was born the requirement that half the directors on a listed companys board must be Independent Directors. In the same clause, the SEBI had put forward the responsibilities of the Audit Committee, which was to have a majority Independent Directors.
Learn the essentials of good governance with our 5 Golden Rules of Corporate Governance!Answer the What, Why and How of Corporate Governance! check your organisation against the golden rules. implement a corporate governance improvement programme. monitor your performance. communicate better with your stakeholders.
The three pillars of corporate governance are: transparency, accountability, and security. All three are critical in successfully running a company and forming solid professional relationships among its stakeholders which include board directors, managers, employees, and most importantly, shareholders.
NON-MANDATORY REQUIREMENTS OF CLAUSE 49 ❖Disclosure of half-yearly financial performance including summary of the docHub events. ❖Moving towards a regime of unqualified financial statements. ❖Appointment of separate individuals to the posts of Chairman and MD/CEO.

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