November 18: Tata Steel is in the process of introducing two codes of conduct on corporate governance, one for the company management and one for the individual employees.This was announced by Tata Steel managing director JJ Irani, while delivering a keynote address at a special plenary on ``Quality in Corporate Governance'' here on Wednesday.
Tata Sons has already floated a corpus to fund political parties in, what its managing director says is, an `equitable and non-discriminatory manner''.Irani enumerated other measures taken by his company in boosting corporate governance beginning with what he called a ``very honest coalition between the promoters and shareholders'.
Talking about information dissemination, he said ``We also take templates of all the required information from our group companies to give an idea of the true picture to all directors and shareholders.''
Tata Steel, he pointed out, was the only company which had twice undertaken a social audit with ex-high court judges acting as auditors who were free to take inputs from any quarters, including the customers and employee unions, he said.
For the past five years, Tata Steel has been spending between Rs 5 crore to Rs 25 crore out of its net profit each year on things unconnected with the company, Irani pointed out.
Meanwhile, the Confederation of Indian Industry may soon formulate a broad-based annual listing citing the best governed companies. It will not be guided by the confederation's code of corporate governance alone and will include members of other chambers as well.
The idea, inspired by the Calpus report brought out twice a year in the US, is at present under CII's consideration. However, unlike in the US, the list will neither rank the companies, nor list the worst governed corporates. It will, however, explain the reasons of selecting a certain company.
Said CII's senior consultant Omkar Goswami, ``Industrialists who think of themselves as promoters, rather than trustees or fiduciary agent of public funds will get wiped out in a decade due to competition, a more-than-ever vigilant financial press and an aware shareholder. They should realise that the time of a free ride is over.''
Outlining a list of duties as the chamber's agenda of self-introspection, Goswami felt each promoter should seriously seek effective and genuine corporate governance. ``The promoters should take non-executive directors more seriously as truly independent and professional persons who should be involved fully in the decision-making process and made available all information. Yes-men and rubber stamps are of no use,'' felt Goswami.
Talking about the disclosure duties, Goswami said, the annual report should paint an honest picture of the state of affairs in the company. The days of fooling the shareholders were over. The promoters do not disclose beyond what is required in the Companies Act, or share the similar details that they put out in the GDR and ADR issue, he said.
On annual meetings, he wondered how detailed and honest were the special resolutions drafted at AGMs, if the AGMs were structured in a way that they obstructed information-sharing. AGMs and EGMs should not be conducted in inaccessible places and postal ballot should also be introduced, he suggested.
Creditors should be seen as shareholders and poor legal system should not be availed of to delay repayment of loans. Similarly, the funds raised for a declared purpose should not be diverted for any other purpose, he felt.``There are things that need to be internally debated by managements of companies looking for excellence and quality,'' said Goswami.
Copyright © 1998 Indian Express Newspapers (Bombay) Ltd.