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Comments Invited on Draft Role & Responsibilities for Non Official Directors of CPSEs prepared by The Institute of Chartered Accountants of India (Chapter 4 of the Report)

1. The Department of Public Enterprises (DPE) coordinates the process of selection of non-official Directors on the Boards of Central Public Sector Enterprises (CPSEs) and is also responsible for issuing guidelines on various issues related to management of CPSEs. In the context of adoption of best practices in Corporate Governance, it had been noted that there were no formal guidelines regarding role & responsibilities of non-official Directors on the Boards of CPSEs. The requirement for such guidelines is also relevant in the context of increased role being assigned to non-official Directors appointed on the Boards of CPSEs and the need for codifying their role/responsibilities in order to ensure smooth functioning of the Boards.

2. Therefore, DPE has taken the initiative to prescribe the ‘Model Role & Responsibilities of non-official Directors of CPSEs’ and this task had been assigned to the Institute of Chartered Accountants of India (ICAI). The ICAI has submitted their draft report in this regard, a copy of which is attached. It is proposed to finalize the ‘Model Role & Responsibilities of non-official Directors of CPSEs’ in consultation with concerned stakeholders.

3. DPE invites comments/views on the ‘Model Role & Responsibilities of non-official Directors of CPSEs’ (Chapter 4 of the enclosed Report) so that the same could be considered for inclusion in the final Report. The comments/views may be sent to Shri Umesh Dongre, Director, Department of Public Enterprises, Block No. 14, CGO Complex, Lodi Road, New Delhi – 110003 (email : umeshdongre.icoas@nic.in) latest by 30th October, 2012