Recommendations of the Confederation of Indian Industry Code on Corporate Governance:

The Confederation of Indian Industry (CII) is a non-governmental and non-profit organization that works towards promoting and fostering good governance practices in Indian companies. It has formulated a Code on Corporate Governance that provides recommendations and guidelines for companies to follow in order to ensure transparency, accountability, and ethical conduct in their operations.

1. Board of Directors:
- The code emphasizes the need for an independent and diverse board of directors.
- It recommends that at least half of the board should comprise independent directors.
- The board should have a clear division of roles and responsibilities between the chairman and the managing director/CEO.
- The code highlights the importance of having a balanced mix of executive and non-executive directors.

2. Audit Committee:
- The code recommends the establishment of an independent audit committee.
- The committee should have a minimum of three members, all of whom should be independent directors.
- The audit committee should have financial expertise and should meet at least four times a year.
- The committee should review the financial statements and internal control systems of the company.

3. Remuneration Committee:
- The code suggests the establishment of a remuneration committee to determine the remuneration of directors and key managerial personnel.
- The committee should consist of independent directors.
- It should also review and recommend the remuneration policy of the company.

4. Risk Management:
- The code emphasizes the importance of having a robust risk management framework in place.
- Companies should identify and assess risks on an ongoing basis.
- The board should review and monitor the risk management systems of the company.

5. Shareholder Rights:
- The code emphasizes the protection of shareholder rights and encourages companies to enhance shareholder value.
- Companies should provide timely and adequate information to shareholders.
- Shareholders should have the opportunity to participate effectively in general meetings and vote on key matters.

6. Disclosures and Transparency:
- The code promotes transparency and encourages companies to provide accurate and timely disclosures to stakeholders.
- Companies should disclose information about their financial performance, ownership structure, and governance practices.
- They should also disclose any conflicts of interest and related-party transactions.

7. Corporate Social Responsibility:
- The code highlights the importance of corporate social responsibility (CSR) and encourages companies to integrate CSR into their business strategies.
- Companies should contribute to society through initiatives that focus on education, healthcare, environment, and community development.

Overall, the CII Code on Corporate Governance provides a comprehensive set of recommendations for companies to follow in order to enhance their governance practices. By adhering to these recommendations, companies can build trust, improve stakeholder relationships, and ensure long-term sustainable growth.