Back

Category

  • All
  • Boardrooms
  • BOARDROOMS
  • Independent Directors
  • Role of Board
  • Mindset Shifts of Boards
  • Independent Directors and Promoters
  • Sustainability / ESG
  • business implication
  • employee exits
  • COMMITTEE MEETINGS
  • Union Budget
  • Independent Director
  • Grow with Governance
  • Grow with Governance
  • INDEPENDENT DIRECTOR
  • Entrepreneurial Board
  • ESG & ITS IMPORTANCE
  • leadership coaching
  • Change Management
  • Advisory Boards
  • Boards
  • Boardroom
  • Brand Yourself as a Leader of the Company
  • Kindness
  • Are you hesitant to speak in the Boardroom!
  • Governance & ESG
  • Directors
  • Independent Directors
  • Corporate Governance
  • Leader development
  • Gratitude, Purpose
  • decision making
  • Systematic Investment Plans in Emotional Intelligence
  • Corporate Governance
  • The Board’s Role in ESG!
  • Balance Boards
  • Agility and Compassion
  • Governance and Board
  • Diversity and Inclusion
  • Directors,Promoter Directors
  • Board Members, Directors and Independent Directors
  • Board and Senior Management
  • New Directors
  • Cyber Insurance
  • Salary Increment
  • Economy Growth
  • Human Resources
  • Generating Wealth Beyond Money
  • Agile Mindset for Leadership
  • Aspiring Independent Directors
  • Board Leadership
  • Corporate Governance & Women on Boards
  • BOARD MEMBER
  • SME
  • WOMEN DIRECTOR
  • BOARD MEMBERS

Archive

  • 2021
    • April (3)
      • Will you drive your vehicle without a dashboard?
      • Are you making SIPs to improve your Emotional Intelligence
      • Corporate Governance needs a Moral Compass – Ethics in Indian Boardrooms!
    • August (9)
      • Grow with Governance: ESG is the umbrella for CSR, says Vedanta's Roma Balwani
      • Grow with Governance: PadUp Ventures' Rajat Jain Demystifies Correlation of Governance and Economic Growth
      • Grow with Governance: Family governance impacts the culture of a family-run business, says Equations Advisors' Mita Dixit
      • Entrepreneurial Board
      • NEW REGULATORY PROVISIONS RELATED TO INDEPENDENT DIRECTORS
      • ESG & ITS IMPORTANCE FROM THE POINT OF VIEW OF BOARD MEETING
      • Start early, don't wait till retirement to become an Independent Director, says Increate Value Advisors' Milind Sarwate
      • The winding road of leadership coaching in the post-pandemic era
      • Challenges of Organizational Culture Change
    • February (4)
      • Re-examination of Purpose by the Boards in Post -Pandemic Era
      • What Makes Great Boards Great! Performance Evaluation by Boards and Role of Independent Directors
      • Promoter Director – Time to become Custodian of Governance!
      • Diversity and Inclusion – The Board Perspective!
    • January (2)
      • New Directors - Have you done your due diligence
      • Cyber Security Insurance and Boards
    • July (7)
      • Why Advisory Boards Are Important for Indian Business Corporates?
      • Grow with Governance: ESG essential to repair the damage economic activities caused to the earth, says CA Shailesh Haribhakti
      • Top 10 areas to contribute in Boards as Independent Directors
      • Top 10 Questions to Ask in Boardrooms!
      • Essential HOWs of Boardroom!
      • Kindness is key
      • How to Brand Yourself as a Leader of the Company?
    • June (6)
      • Leading from the Boardroom
      • Are you hesitant to speak in the Boardroom!
      • The Neem Project a Leadership case study
      • Directors Liability in India
      • Why do promoters need Independent Directors?
      • Corporate Governance Deviation – Infosys Case Study
    • March (4)
      • Board Refreshment: Finding the Right Balance for your Board!
      • HR Governance and Board – How Important Is It?
      • Agility and Compassion: Two Pillars for Boards in the Post Pandemic Era!
      • Modernizing Governance: The Board’s Role in ESG!
    • May (3)
      • Restructuring appraisals in 2021 – Gratitude, Purpose & Meritocracy
      • How do you make your personal Brand?
      • Leadership Coaching: How does it help Leaders
    • October (2)
      • Are Independent Director’s required on the Board?
      • 'Ethics & Governance' lesson should start from school, says Federal Bank's Independent Director, Sankarshan Basu
    • September (3)
      • Grow with Governance: As an Independent Director ensure your voice is heard, says Apurva Purohit
      • Grow with Governance: Push for ESG agenda; pool CSR funds to maximise impact, says Ranganath NK, former MD of Grundfos Pumps
      • Grow with Governance: Boards should prepare companies for different risks, says National Insurance Academy's G Srinivasan
  • 2020
    • August (4)
      • WOMEN DIRECTOR-An Emerge
      • ARE YOUR BOARD MEMBERS SAVVY WITH FINANCIAL TERMS AND EXCEL IN FINANCIAL LITERACY QUOTIENT AS PER COMPANIES ACT 2013 MANDATES.
      • BOARD MEMBER SELECTION- A TASK OF PERFECTION
      • SME IPO – AN OPPORTUNITY TO CAPITALIZE YOUR BUSINESS
    • December (3)
      • Good or bad, Salary Increments always cause a heartburn among employees
      • Is Economic Progress Enough?
      • Emotional Intelligence
    • November (3)
      • Generating Wealth Beyond Money
      • "Agile Mindset for Leadership"
      • Tips for Aspiring Independent Directors
    • September (3)
      • Independent Director
      • Lean Thinking Boards
      • Corporate Governance & Women on Boards
  • 2022
    • August (1)
      • Liability of Independent Directors – An Important Aspect of Corporate Governance
    • February (4)
      • A Hero's Farewell: How to handle employee exits with dignity
      • Green Bonds: An Instrument for Financing a Sustainable Future
      • Tool for effectiveness of Board Committees - Ask Right Questions
      • Russia-Ukraine war and India’s Business Implication
    • July (2)
      • Stagnation or Evolution – Mindset Shifts of Boards when Company sees Stagnated Growth
      • Risk Assessment and Minimization Procedures – Role of Board
    • March (2)
      • A study on Sustainability Report of Container Shipping Companies.
      • India and The ESG impact of Crypto Currencies
    • May (1)
      • Independent Directors liability under GST
    • November (1)
      • Workplace Sexual Harassment and the Role of Board
    • October (2)
      • How many Boards are too many?
      • Women in Indian Boardrooms Vs Diversity = Inversely Proportionate
    • September (2)
      • Organizing for the Future – Important keys to becoming future ready
      • Are you ready to serve on the Board?
Back
Tool for effectiveness of Board Committees - Ask Right Questions

Tool for effectiveness of Board Committees - Ask Right Questions

By Deepali Nirmal
Calendar

Feb 05 th 2022

Like1
0

RIGHT QUESTIONS IN COMMITTEE MEETINGS

The structure of a board and the planning of the board’s work are key elements to effective governance. Committees of the Board of Directors are usually formed as a means of improving board effectiveness and efficiency, in areas where more focused, specialized and technical discussions are required. These committees enable better management of full board’s time and allow in-depth scrutiny and focused attention.

There are various committees required to be constituted under the Companies Act, 2013 and listing provisions such as Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and so on.

For every committee to work effectively one of the important criteria is to have high quality information which is appropriate for making timely decisions. Information should be accurate, clear, comprehensive and upto date. And for getting right information on timely manner right question are required to be asked by respective committee members during their committee meetings either to working committee, auditors or the management.

AUDIT COMMITTEE

Audit Committee is one of the main pillars of the corporate governance mechanism in any organization. The committee members should know the answer of the following questions to arrive at effective and timely decision.

1.      What is the planned scope of the audit and what areas are covered under audit process?

2.      What audit process or methodology will be followed during audit and risk assessment?

3.      What should be the mandate of the respective audit function?

4.      Whether all locations of the organization such as factory, branch are getting covered during audit process?

5.      How is audit function staffed and what will be expected participation from senior partner during audit process?

6.      What is the relationship between auditor and committee apart from audit function?

7.      How the findings of the audit will be reported to the committee and what will be frequency of the same?

8.      Whether the auditor gets appropriate support from the senior management team?

9.      What will be the involvement of internal auditor during statutory audit? Are the activities of internal audit appropriately coordinated with those of statutory auditors?

10.   Whether appropriate financial reporting controls and disclosure control and procedures are in place?

11.   Whether business processes are properly identified and do management have control on key business processes?

12.   Does management have appropriate resources to assess the effectiveness of internal control over financial reporting?

13.   Whether auditors have clear understanding of all significant operational matters and their anticipated financial consequences?

14.   What are the related party transactions, whether they are arms’ length or not and what methodology is followed by auditor to detect related party transactions?

15.   What are the company’s policies/procedures to deter conflict of interest, frauds, illegal acts and whether they are adequate?

16.   Whether auditor comes across any significant transaction that will affect the financial statement?

17.   Whether any pending or threatened tax or legal matter prevails or likely to have material effect on financial statements? Has management provided adequate disclosures within the financial statement?

18.   Whether auditors have any reason to believe that information was withheld from them or management representations were incorrect?

19.   Are there any adjustments or disclosures, proposed by the auditor not recorded by the management and reason thereof?

20.   Are accounting principles used by the organization overly conservative or aggressive? Do accounting principles confirm to the industry practice?

21.   Does the organization’s IT structure match business needs?

22.   Whether any accounting policies have been changed during the year?

23.   Whether auditors are satisfied that there is no substantial doubt about organization’s ability to continue as going concern?

24.   Whether any funds raised by the organization for any specific purpose is used for the same purpose or not?

25.   Are there any system or process deficiencies come across during internal audit?

26.   Whether auditors are satisfied that there is no substantial doubt about organization’s ability to continue as going concern?

27.   What is the management’s opinion about audit services performed by the auditor?

NOMINATION AND REMUNERATION COMMITTEE

The major function of the committee is to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. The committee members should know the answer of the following questions to arrive at effective and timely decision.

1.      Whether the proposed candidate is qualified to become the director of the company?

2.      Whether the proposed candidate is an ideal representation of skills on the board and diversity to enable discussion of strategic matters from all viewpoints?

3.      Whether the criteria adopted by the Board for assessing the independence of the directors are adequate?

4.      Does the organization have any criteria in relation to succession planning?

5.      How the executive compensation plan work and how the plan actually incents management?

6.      Whether company’s remuneration structures are equitable and aligned with the long-term interests of the company and its shareholders and having regard to relevant company policies?

7.      Whether the organization have the ESOP or ESOS plan for the employees of the company. If yes then what are the criteria for the grant, vesting schedule and conditions, etc.?

8.      What are policies of the company to attract and retain skilled executives? Does the organization have a significant degree of the variable or performance-linked payment mechanisms for the employees?

9.      What are the key performance indicators for each of the executives and whether they are appropriately communicated to them?

10.   Whether the Board has achieved the strategic objectives over 3-5 years?

11.   How efficiently are board meetings conducted and how are the qualities of the information to the board?

12.   How are the relationships of the board with different stakeholders?

13.   How each director rates his own contribution to the board and what is the rating mechanism for the board members to evaluate themselves?

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The major role of the committee is to formulate and recommend to the Board, a CSR Policy which shall indicate the activities/programme to be undertaken by the company as Corporate Social Responsibility and recommending the amount of expenditure to be incurred on the CSR activities.

1.      Whether the CSR policy of the organisation is in line with company’s vision, mission and strategy?

2.      Is the board aware of CSR issues specific to the industry? What are the key social and environmental issues that could affect organization’s long term success?

3.      Does organization have buy-in from senior management in relation to CSR? Does the CSR program engage and inspire employees and customers? If not then how do employees get engaged in the company’s CSR strategy?

4.      Are measures in place for the board to assess the extent to which the company’s CSR commitments are adhered to across the company, and within its supply chain?

5.      Is management's compensation linked to performance on CSR goals and targets?

6.      Can organization tie the program back to core business objectives?

7.      How is the company tracking or measuring their CSR impact?

8.      Have organization is taking advantage of opportunities to reduce their environmental footprint in order to generate operational efficiencies and cost-savings?

9.      Do organization’s products and services advance social or environmental benefits? Are there social or environmental risks associated with the life cycle of our products that need to be managed, from design and production to use and disposal?

10.   What are the methods adopted by the organization to control modalities of the CSR expenditure?

11.   Has management provided adequate disclosures within the financial statement? 


How Can MentorMyBoard help you setting up Questions that you can in Committee Meeting?

MentorMyBoard is on a mission to set up effective Boards in India with great Board members. Setting up an advisory board for Companies is one of the topmost priorities that MentorMyBoard is making due efforts to inculcate in organization types via handholding and mentoring.

In order to have a right composition of leaders and right structuring with right skillsets and expertise, MentorMyBoard shall guide members to ask the right questions in Committee Meetings by understanding specific company business as well as future scope of growth.

For more details connect with us on info@mentormyboard.com.

If you are an aspiring Independent Director, get all your doubts clear NOW by availing the right mentoring from MentorMyBoard. Register NOW at https://mentormyboard.com/membership and avail unlimited benefits!

Leave a Reply

Category

  • All
  • Boardrooms
  • BOARDROOMS
  • Independent Directors
  • Role of Board
  • Mindset Shifts of Boards
  • Independent Directors and Promoters
  • Sustainability / ESG
  • business implication
  • employee exits
  • COMMITTEE MEETINGS
  • Union Budget
  • Independent Director
  • Grow with Governance
  • Grow with Governance
  • INDEPENDENT DIRECTOR
  • Entrepreneurial Board
  • ESG & ITS IMPORTANCE
  • leadership coaching
  • Change Management
  • Advisory Boards
  • Boards
  • Boardroom
  • Brand Yourself as a Leader of the Company
  • Kindness
  • Are you hesitant to speak in the Boardroom!
  • Governance & ESG
  • Directors
  • Independent Directors
  • Corporate Governance
  • Leader development
  • Gratitude, Purpose
  • decision making
  • Systematic Investment Plans in Emotional Intelligence
  • Corporate Governance
  • The Board’s Role in ESG!
  • Balance Boards
  • Agility and Compassion
  • Governance and Board
  • Diversity and Inclusion
  • Directors,Promoter Directors
  • Board Members, Directors and Independent Directors
  • Board and Senior Management
  • New Directors
  • Cyber Insurance
  • Salary Increment
  • Economy Growth
  • Human Resources
  • Generating Wealth Beyond Money
  • Agile Mindset for Leadership
  • Aspiring Independent Directors
  • Board Leadership
  • Corporate Governance & Women on Boards
  • BOARD MEMBER
  • SME
  • WOMEN DIRECTOR
  • BOARD MEMBERS

Archive

  • 2021
    • April (3)
      • Will you drive your vehicle without a dashboard?
      • Are you making SIPs to improve your Emotional Intelligence
      • Corporate Governance needs a Moral Compass – Ethics in Indian Boardrooms!
    • August (9)
      • Grow with Governance: ESG is the umbrella for CSR, says Vedanta's Roma Balwani
      • Grow with Governance: PadUp Ventures' Rajat Jain Demystifies Correlation of Governance and Economic Growth
      • Grow with Governance: Family governance impacts the culture of a family-run business, says Equations Advisors' Mita Dixit
      • Entrepreneurial Board
      • NEW REGULATORY PROVISIONS RELATED TO INDEPENDENT DIRECTORS
      • ESG & ITS IMPORTANCE FROM THE POINT OF VIEW OF BOARD MEETING
      • Start early, don't wait till retirement to become an Independent Director, says Increate Value Advisors' Milind Sarwate
      • The winding road of leadership coaching in the post-pandemic era
      • Challenges of Organizational Culture Change
    • February (4)
      • Re-examination of Purpose by the Boards in Post -Pandemic Era
      • What Makes Great Boards Great! Performance Evaluation by Boards and Role of Independent Directors
      • Promoter Director – Time to become Custodian of Governance!
      • Diversity and Inclusion – The Board Perspective!
    • January (2)
      • New Directors - Have you done your due diligence
      • Cyber Security Insurance and Boards
    • July (7)
      • Why Advisory Boards Are Important for Indian Business Corporates?
      • Grow with Governance: ESG essential to repair the damage economic activities caused to the earth, says CA Shailesh Haribhakti
      • Top 10 areas to contribute in Boards as Independent Directors
      • Top 10 Questions to Ask in Boardrooms!
      • Essential HOWs of Boardroom!
      • Kindness is key
      • How to Brand Yourself as a Leader of the Company?
    • June (6)
      • Leading from the Boardroom
      • Are you hesitant to speak in the Boardroom!
      • The Neem Project a Leadership case study
      • Directors Liability in India
      • Why do promoters need Independent Directors?
      • Corporate Governance Deviation – Infosys Case Study
    • March (4)
      • Board Refreshment: Finding the Right Balance for your Board!
      • HR Governance and Board – How Important Is It?
      • Agility and Compassion: Two Pillars for Boards in the Post Pandemic Era!
      • Modernizing Governance: The Board’s Role in ESG!
    • May (3)
      • Restructuring appraisals in 2021 – Gratitude, Purpose & Meritocracy
      • How do you make your personal Brand?
      • Leadership Coaching: How does it help Leaders
    • October (2)
      • Are Independent Director’s required on the Board?
      • 'Ethics & Governance' lesson should start from school, says Federal Bank's Independent Director, Sankarshan Basu
    • September (3)
      • Grow with Governance: As an Independent Director ensure your voice is heard, says Apurva Purohit
      • Grow with Governance: Push for ESG agenda; pool CSR funds to maximise impact, says Ranganath NK, former MD of Grundfos Pumps
      • Grow with Governance: Boards should prepare companies for different risks, says National Insurance Academy's G Srinivasan
  • 2020
    • August (4)
      • WOMEN DIRECTOR-An Emerge
      • ARE YOUR BOARD MEMBERS SAVVY WITH FINANCIAL TERMS AND EXCEL IN FINANCIAL LITERACY QUOTIENT AS PER COMPANIES ACT 2013 MANDATES.
      • BOARD MEMBER SELECTION- A TASK OF PERFECTION
      • SME IPO – AN OPPORTUNITY TO CAPITALIZE YOUR BUSINESS
    • December (3)
      • Good or bad, Salary Increments always cause a heartburn among employees
      • Is Economic Progress Enough?
      • Emotional Intelligence
    • November (3)
      • Generating Wealth Beyond Money
      • "Agile Mindset for Leadership"
      • Tips for Aspiring Independent Directors
    • September (3)
      • Independent Director
      • Lean Thinking Boards
      • Corporate Governance & Women on Boards
  • 2022
    • August (1)
      • Liability of Independent Directors – An Important Aspect of Corporate Governance
    • February (4)
      • A Hero's Farewell: How to handle employee exits with dignity
      • Green Bonds: An Instrument for Financing a Sustainable Future
      • Tool for effectiveness of Board Committees - Ask Right Questions
      • Russia-Ukraine war and India’s Business Implication
    • July (2)
      • Stagnation or Evolution – Mindset Shifts of Boards when Company sees Stagnated Growth
      • Risk Assessment and Minimization Procedures – Role of Board
    • March (2)
      • A study on Sustainability Report of Container Shipping Companies.
      • India and The ESG impact of Crypto Currencies
    • May (1)
      • Independent Directors liability under GST
    • November (1)
      • Workplace Sexual Harassment and the Role of Board
    • October (2)
      • How many Boards are too many?
      • Women in Indian Boardrooms Vs Diversity = Inversely Proportionate
    • September (2)
      • Organizing for the Future – Important keys to becoming future ready
      • Are you ready to serve on the Board?