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`No exemption from Clause 49 compliance'

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Big cos will be pulled up by SEs for non-compliance

MR M. DAMODARAN, Chairman, SEBI, with Mr Jamshyd Godrej, Chairman and Managing Director, Godrej & Boyce Manufacturing Company Ltd, at a CII workshop on Clause 49 held in Mumbai on Wednesday. Paul Noronha
MR M. DAMODARAN, Chairman, SEBI, with Mr Jamshyd Godrej, Chairman and Managing Director, Godrej & Boyce Manufacturing Company Ltd, at a CII workshop on Clause 49 held in Mumbai on Wednesday. Paul Noronha

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"The cost of compliance should not be viewed as an expenditure but as an investment that is going to pay dividends.''

Mumbai, Aug. 30

Companies, irrespective of ownership, will not be exempt from Clause 49 compliance, said the SEBI Chairman, Mr M. Damodaran.

Clause 49 of the Listing Agreement deals with compulsory appointment of independent directors on company boards.

Inaugurating the CII interactive session on `Corporate India taking Clause 49 forward', Mr Damodaran said, "Before the year is out, we will persuade stock exchanges to pull up big companies that are equipped to comply, but have not complied, just because they did not think it was important. ''

SEBI actions

Talking about actions taken by the market regulator to make companies adopt Clause 49, Mr Damodaran said, "Our approach to implementation is not that of a trigger-happy kid.

"We cannot suspend or de-list companies from the exchanges without having a closer look at the matter. SEBI, as market regulator, has the primary objective of protecting investors.

"Companies that have made genuine efforts to achieve compliance and have already adhered to most of the requirements would be encouraged to complete the process soon."

On the issue of costs involved, which many companies claim as a major negative, Mr Damodaran said, "The cost of compliance should not be viewed as an expenditure but as an investment that is going to pay dividends. It is essential to communicate the fact that compliance will add value.''

The SEBI chief urged compliance and risk assessment consultants to revisit the issue of costs to help small companies buy into these solutions.

"The opportunity thrown up for risk management consultants should not be viewed as a money-minting proposition. Industry captains like the CII should identify companies or mentors who would provide value for money solutions and help small companies instead of going through the motions,'' Mr Damodaran said.

Norms issue

On the issue of norms for independent directors, the SEBI chairman opined that there was no universal prescription as to who is good or bad. "The only requisite being, the appointed director should have adequate knowledge about corporate governance. The incumbent should be able to add value to the board,'' he said.

Mr Jamshyd Godrej, who convened the workshop, said the CII has recommended a cluster approach for small and medium companies. The CII will help smaller companies get value for money services, he said.

Related Stories:
SEBI chief warns against `professional' directors on boards
Clause 49: SEBI warns erring cos
Cos rush to comply with Clause 49
Key provisions under Clause 49

(This article was published in the Business Line print edition dated August 31, 2006)
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