Recommendations of the Narayana Murthy Committee on Corporate Governance:

1. Board of Directors:
- The committee recommended that the board of directors should have a majority of independent directors, who are not associated with the company or its management. This would ensure impartial decision-making and enhance transparency.

2. Audit Committee:
- The committee suggested that every listed company should have a qualified and independent audit committee to ensure the accuracy and reliability of financial statements. This committee should consist of at least three directors, with a majority being independent directors.

3. Remuneration Committee:
- The committee recommended the establishment of a remuneration committee to determine the compensation packages of top management. This committee should be composed of independent directors and should establish a transparent and performance-based system for remuneration.

4. Accountability and Audit:
- The committee emphasized the need for a strong internal audit function within companies. It recommended that companies establish an internal audit department to monitor and evaluate the effectiveness of internal controls and risk management systems.

5. Transparency and Disclosure:
- The committee stressed the importance of transparency and disclosure in corporate governance. It recommended that companies disclose all relevant information to stakeholders, including financial statements, related party transactions, and corporate social responsibility activities.

6. Shareholders' Rights:
- The committee recommended that companies should respect and protect the rights of shareholders. This includes ensuring equal treatment of all shareholders, facilitating the exercise of voting rights, and providing timely and accurate information to shareholders.

7. Risk Management:
- The committee highlighted the need for companies to have robust risk management systems in place. It recommended that companies establish a risk management committee to identify, assess, and mitigate risks.

8. Whistleblower Protection:
- The committee recommended the establishment of a mechanism to protect whistleblowers who report unethical practices within companies. This would encourage employees to come forward and report any wrongdoing without fear of retaliation.

9. Code of Conduct:
- The committee emphasized the importance of a code of conduct for directors and employees. It recommended that companies develop and implement a code of conduct that sets out ethical standards and guidelines for behavior.

10. Training and Development:
- The committee suggested that companies should provide regular training and development programs for directors and employees to enhance their knowledge and skills in corporate governance.

Overall, the recommendations of the Narayana Murthy Committee aim to enhance transparency, accountability, and ethical standards in corporate governance, thereby promoting investor confidence and protecting the interests of various stakeholders.