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Government Rules & Regulations

Corporate governance framework in India

Companies (Appointment and Qualification of Director) Amendment Rules, 2021

Companies (Creation and Maintenance of Databank of Independent Directors) Second Amendment Rules, 2021porting (BRSR) by listed entities - circular by SEBI, 2021

Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020

Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2020

Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019

SEBI LODR (5th Amendment) Regulations, 2021

Business responsibility and sustainability reporting (BRSR) by listed entities - circular by SEBI, 2021

Companies (Creation and Maintenance of Databank of Independent Directors) Amendment Rules, 2021

Companies (Appointment and Qualification of Directors) Fourth Amendment Rules, 2020

Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2020

SEBI LODR (6th Amendment) Regulations, 2021

SEBI LODR (6th Amendment) Regulations, 2022

SEBI LODR (2nd Amendment) Regulations, 2023

Corporate governance framework in India

Companies (Appointment and Qualification of Director) Amendment Rules, 2021

Business responsibility and sustainability reporting (BRSR) by listed entities - circular by SEBI, 2021

Companies (Creation and Maintenance of Databank of Independent Directors) Second Amendment Rules, 2021porting (BRSR) by listed entities - circular by SEBI, 2021

Companies (Creation and Maintenance of Databank of Independent Directors) Amendment Rules, 2021

Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020

Companies (Appointment and Qualification of Directors) Fourth Amendment Rules, 2020

Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2020

Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2020

Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019

SEBI LODR (6th Amendment) Regulations, 2021

SEBI LODR (5th Amendment) Regulations, 2021

SEBI LODR (6th Amendment) Regulations, 2022

SEBI LODR (2nd Amendment) Regulations, 2023

Corporate governance framework in Singapore

Singapore is recognized for its robust corporate governance framework, which is essential in maintaining investor trust in its capital markets. The corporate governance framework in Singapore is established through a combination of laws, regulations, and codes. Here are the key components:

  • Companies Act: This is the primary legislation governing companies in Singapore. It outlines the duties and responsibilities of directors, requirements for financial reporting, and other aspects of company administration.

  • Singapore Exchange (SGX) Listing Rules: Companies listed on the Singapore Exchange (SGX) must comply with its listing rules, which contain provisions related to corporate governance. These rules require, among other things, timely disclosure of financial and non-financial information, maintenance of an audit committee, and procedures for related party transactions.

  • Code of Corporate Governance (the Code): Introduced in 2001 and subsequently revised multiple times (most recently in 2018, as of my last update), the Code provides principles and guidelines for good corporate governance. While it operates on a "comply or explain" basis (meaning listed companies are not strictly bound by it but must explain any deviations from the Code in their annual reports), it's instrumental in shaping the corporate governance practices of listed companies in Singapore. The Code emphasizes:

    • Board composition and guidance

    • Director independence

    • Remuneration matters

    • Accountability and audit

    • Risk management and internal controls

    • Shareholder rights and engagement

  • Accounting and Corporate Regulatory Authority (ACRA): ACRA oversees the registration and regulation of businesses and public accountants in Singapore. It plays a key role in ensuring that the financial statements of companies are prepared according to established standards and that auditors uphold the quality of their audits.

  • Monetary Authority of Singapore (MAS): MAS is Singapore's central bank and financial regulatory authority. While its primary roles are in the banking, insurance, and financial sectors, it also has a stake in ensuring good corporate governance in financial institutions.

  • Other Relevant Legislation: There are other laws that, while not directly about corporate governance, play a role in ensuring companies operate transparently and responsibly. For example:

    • The Securities and Futures Act (SFA), which governs activities and institutions in the capital markets.

    • The Financial Reporting Standards (FRS), which sets out accounting standards for companies.

The effectiveness of Singapore's corporate governance framework is also supported by active shareholder advocacy, the role of external auditors, and other market participants. Over the years, Singapore has been ranked favorably in global corporate governance surveys, reflecting the strength and effectiveness of its framework.

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Corporate governance framework in Delaware

Delaware is widely regarded as a preeminent jurisdiction for corporate law in the United States. A significant portion of U.S. publicly-traded companies are incorporated in Delaware, primarily due to its well-developed body of corporate law, a specialized court system (the Delaware Court of Chancery), and its business-friendly environment. Here's an overview of the corporate governance framework in Delaware

  • Delaware General Corporation Law (DGCL): The DGCL is the cornerstone of Delaware corporate law. It provides the foundational legal framework governing the formation, operation, and governance of corporations in Delaware. Provisions cover a wide range of topics, including fiduciary duties of directors, shareholder rights, mergers and acquisitions, and other essential corporate governance topics.

  • Delaware Court of Chancery: The Court of Chancery is a unique equity court without a jury that handles corporate disputes. The court has developed a vast body of case law addressing a range of corporate governance issues, from fiduciary duties of directors and officers to shareholder disputes. Decisions from the Court of Chancery often set precedents that influence corporate behavior beyond Delaware.

  • Fiduciary Duties: One of the hallmarks of Delaware corporate governance is the articulation of fiduciary duties that directors owe to the corporation and its shareholders. These duties primarily encompass the duty of care and the duty of loyalty. Over time, the courts have also recognized the duty of good faith as a component of these primary duties.

  • Staggered Boards, Poison Pills, and Other Defensive Measures: Delaware law allows companies to adopt a range of defensive measures, such as staggered boards and shareholder rights plans (often called "poison pills"), to protect against hostile takeovers. However, the legality and appropriateness of these measures can be subject to court scrutiny.

  • Shareholder Proposals and Activism: While federal securities laws primarily govern shareholder proposals, Delaware law and Delaware court decisions play a significant role in shaping the interactions between corporate boards and activist shareholders.

  • Indemnification and Exculpation: The DGCL allows corporations to include provisions in their charters to exculpate directors from personal liability for certain breaches of fiduciary duty. Delaware law also permits corporations to indemnify directors and officers under certain circumstances.

  • Federal Securities Laws: Although not unique to Delaware, federal securities laws and regulations, enforced primarily by the Securities and Exchange Commission (SEC), interact with Delaware corporate law, especially concerning public companies. Topics like securities fraud, shareholder voting rights, and disclosure obligations are governed at the federal level.

  • It's worth noting that while the DGCL and Delaware court decisions provide the primary governance framework, the specific corporate governance practices of a Delaware corporation can also be shaped by its certificate of incorporation, bylaws, board committee charters, and other internal documents.

  • For a comprehensive understanding of Delaware's corporate governance framework, reviewing the DGCL, key Court of Chancery decisions, and secondary sources like legal commentaries and treatises is advisable.

Corporate governance framework in UAE

The United Arab Emirates (UAE) has been progressively updating and refining its corporate governance framework over the years, driven by efforts to align with international best practices, enhance transparency, and boost investor confidence. The UAE's corporate governance framework has been influenced by its unique structure of federal and emirate-level regulations, and it spans both the mainland and its free zones. Here are the primary elements of this framework:

  • UAE Commercial Companies Law (Federal Law No. 2 of 2015): This law serves as the foundational legislation for corporate entities in the UAE. It addresses various aspects of corporate governance, including the responsibilities and duties of directors, disclosure requirements, and shareholder rights.

  • Securities and Commodities Authority (SCA) Regulations: The SCA, established in 2000, is responsible for regulating the capital markets in the UAE. In 2016, the SCA issued the 'Chairman of the Authority's Board of Directors' Resolution No. (7 R.M) of 2016 concerning the Standards of Institutional Discipline and Governance of Public Shareholding Companies'. This resolution lays down detailed corporate governance rules for publicly listed companies in the UAE. It covers topics such as board composition, audit committees, related-party transactions, and disclosure requirements.

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UAE Central Bank: For banking institutions, the UAE Central Bank plays a vital role in corporate governance. The Central Bank has issued various regulations and circulars that outline governance standards for banks and financial institutions operating in the UAE.

Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM): These are the two primary financial free zones in the UAE. Both have their own legal frameworks and corporate governance regulations. DIFC, for instance, follows the DIFC Companies Law, while ADGM adheres to its own set of company regulations. Both free zones aim to align with international best practices, and their corporate governance structures often resemble those of leading financial centers worldwide.

Family Business Governance: Recognizing the importance of family businesses in the UAE economy, there are guidelines and frameworks emerging to guide family businesses on governance practices, ensuring their sustainability and continuity.

Other Free Zones: The UAE is home to several free zones, each catering to specific types of businesses. While many free zones follow the overarching federal laws, they may have their own regulations and guidelines related to corporate governance tailored to the needs of the businesses they host.

International Influence: As the UAE seeks to attract foreign investment and become a hub for international business, its corporate governance practices have been influenced by international standards and best practices, such as those from the Organisation for Economic Co-operation and Development (OECD).

The UAE continues to evolve its corporate governance framework, with updates and refinements made periodically. For companies and investors operating in the UAE, it's essential to stay informed about the latest regulations and best practices, considering both federal laws and any specific rules related to their operational jurisdiction, be it a free zone or the mainland.

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