India: Kotak Committee - Way Forward For Corporate Governance In India?

Last Updated: 10 October 2017
Article by Kalpana Unadkat, Pranay Bagdi and Shivani Vij

Most Read Contributor in India, August 2018

Background

Today, good governance practices are an essential ingredient for boosting investor confidence and are a sign of a safe and robust market conducive for investment, across the globe. Although India has made several changes to overhaul its corporate governance regime from time to time, new cases of governance lapses have brought the shortcomings of the law to light.

In this context, in June 2017, SEBI constituted the Committee on Corporate Governance, chaired by Mr. Uday Kotak (the Committee). Its main objective was to enhance fairness and transparency, strengthen an independent board, improve disclosure standards and to recommend reforms on corporate governance and compliance of the law on paper as well as in sprit.

On 5 October 2017, the Committee submitted its report (the Report) identifying key governance issues and proposing amendments to the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR).

Key Committee recommendations

Some of the key recommendations made by the Committee are discussed below:

  1.                 Institution of independent directors (IDs)
  • Minimum number: The Committee has proposed that at least 50% of the board should comprise of IDs. The top 500 listed companies are required to comply with this from 1 April 2019 and all other listed companies by 1 April 2020. Currently, this is applicable only for companies which do not have a non-executive chairperson.
  • Lead ID: It has been recommended that if the chairperson is not independent, a lead ID should be identified to coordinate the role of all IDs. The lead ID should be a member of the Nomination & Remuneration Committee (NRC). The lead ID is required to chair exclusive meetings of the IDs, while remaining available for direct communication with significant shareholders upon their request. Additionally, he also has the power to preside over meetings where the chairman is not present, and be available for direct communication with the shareholders.
  • Eligibility: In addition to existing eligibility conditions, it is proposed that IDs cannot be persons who constitute promoter group of a listed entity or are appointed pursuant to a 'board inter-lock' arrangement. Board inter-lock is a situation where A, a non-independent director in X Ltd, is appointed as ID on Y Ltd in return for B, a non-independent director in Y Ltd, getting appointed as ID on X Ltd. Further, IDs will be required to give declarations and the board shall have to separately assess and certify the independence of IDs.
  • Minimum remuneration: A minimum remuneration, comprising of annual compensation (INR 5,00,000 for top 500 companies) and sitting fees (INR 50,000 for top 100, and INR 25,000 for next 400 companies) for board meetings of top 500 companies has been recommended to incentivize appointment of qualified IDs. Separate sitting fees have been proposed for committee meetings as well.
  • ID protection measures: It is proposed that IDs must receive formal training once in every 5 years to keep them abreast of changes to the laws. To mitigate liabilities on the IDs, obtaining D&O insurance for IDs of top 500 listed companies is recommended. Further, in case an ID resigns, he is required to provide to the company detailed material reasons for such resignation. The company must further report these reasons to stock exchanges.
  • Comment: The changes to the eligibility norms are indeed positive. However, the regulations are still found wanting to adequately empower the IDs. The recommendation regarding disclosure of reasons of resignation does not incorporate requirement of disclosures in case of removal of IDs. Given the power of the majority shareholders to remove them at will, IDs would find it difficult to remain truly independent.

    Separately, while D&O insurance is a positive step, the exceptions to such policies may not be sufficient to protect IDs from legal non-compliances. From a practical perspective, with the increased obligations recommended for IDs and the lack of protection accorded to them, it may be difficult to find individuals with the right expertise willing to accept ID appointments.

  1.                 Board and its functioning
  •                 Structural changes
  • Separation of key positions: For listed companies which have more than 40% public shareholding, it is recommended that the roles of chairperson and Managing Director/Chief Executive Officer be separated by 1 April 2020. As opposed to a guiding principle earlier, the Committee, borrowing from governance codes of countries like the UK, Germany and the Netherlands, has proposed to make such separation of key positions mandatory.
  • Matrix reporting: Acknowledging that several large corporates may follow internal matrix reporting structures (i.e., reporting along functional lines to relevant group heads), the Committee has sought to reinstate the board's overall responsibility towards the corporate's affairs. It has recommended that a confirmation be provided by the board that it "has been responsible for the business and overall affairs of the entity" and that "the reporting structures of the listed entity, formal and informal, are consistent with the above".
  • Expertise of directors: It is recommended that the board should list the competencies/expertise that it believes its directors should possess, and the ones the directors possess, in the annual report. In addition to the disclosure of competencies/expertise, the Committee has suggested that a guidance note be issued by SEBI in relation to disclosures on observations of board evaluation and further actions pursuant to evaluation. Further, the listed entity is also required to undertake a formal updation programme for the board at least once every year, to keep them updated on regulatory and compliance related changes.
  • Role of board committees: The Committee has proposed more extensive roles for the existing board committees. For instance, the Audit Committee is expected to scrutinize the end use of funds from primary issuances. The NRC will also recommend payments to employees even one level below the board. The Stakeholders Relationship Committee (SRC) is required to actively engage with all security holders and the chairperson of the SRC is to be present in general meetings to answer questions. The Risk Management Committee is also specifically expected to consider cyber security threats. In this regard, setting up of an Information Technology Committee has also been suggested.
  • Comment: Although separate individuals exercising positions of the chairman and the MD/CEOs is a welcome step, the effectiveness of such step in the Indian context would again depend on the willingness of promoter-run companies to embrace the suggestion in spirit. Regarding matrix reporting, the Committee's intent was to ensure that the board remains in overall control and to eliminate all informal group level reporting structures - it is unclear how a mere confirmation rather than the requirement to adopt a formal reporting structure will help achieve the desired result. Further, the suggestion on having identified competencies of directors is a step in the right direction, as it would help define a role of each individual director, and evaluate whether suitable persons fit the position.

  •                 Board and committee composition
  • Board composition: Increase of the board strength to a minimum of 6 directors, as opposed to the current position of 3, has been suggested. In relation to the requirement of appointing 1 (one) woman director, it is now proposed that at least 1 (one) woman director should be "independent". Further, to align the appointment of executive and non-executive directors (NEDs), it is proposed to permit persons who are NEDs to continue beyond 75 years of age, subject to a shareholder's special resolution. The NEDs must also have formal interaction with the senior management at least once every year.
  • Limit on directorships: Considering the onerous task and importance of position of a director, it is proposed that the maximum number of directorships (including alternate directorships) be reduced to 8  listed entities (of which independent directorships shall not exceed  7), by 1 April 2019 and not more than 7 listed entities by 1 April 2020. Presently, the restriction is 10 for public companies.
  • Committees' composition: The Committee has recommended the NRC should have two-thirds of its members as IDs. The SRC, as recommended, is required to have at least 3 (three) directors on board, with at least one ID. Presently, the NRC is required to have at least 50% of its members as IDs, and it is not mandatory for an ID to be a member of the SRC.
  • Comment: From a practical perspective, all the above suggestions once implemented would have a significant impact on listed companies as they would need to re-evaluate their existing board structures to meet the prescribed requirements. Further, the recommendation regarding NEDs' interaction with senior management is ambiguous. While such interaction is considered necessary for the NEDs to keep abreast with the affairs of the company, the scope of such interaction is unclear in the recommendation.

  •                 Board and committee meetings
  • Board Meetings: A minimum of 5 board meetings in a year has been recommended, as opposed to the existing requirement of 4 meetings. It has been recommended that at least once a year, the Board shall discuss strategy, budgets, board evaluation, environment sustainability and governance, risk management and succession planning. In addition to this, the quorum of the board is proposed to be a minimum of 3 directors or one-third of the total strength of the board, whichever is higher, including at least one ID. Further, it is proposed that directors must attend at least half of the board meetings in two consecutive financial years, to honor their fiduciary duties. Non-compliance with this would require their continuance on the board to be ratified by the shareholders.
  • Committee meetings: In line with recommendation for board meetings, a minimum of 5 audit committee meetings have been proposed, as opposed to the current requirement of 4. The Committee has also recommended that all other board committees meet at least once a year.
  • Comment: The mandatory discussion of corporate governance issues in a board meeting is a welcome change as it will force the board to budget specific time for corporate governance matters and may help bring about greater 'in-spirit' compliance of the law. However, this needs to be enforced in practice and not become mere lip service.

  1.                 Promoters and related party transactions
  • Sharing of confidential information: The Committee acknowledged that there are inevitable instances of flow of information to promoters/significant shareholders through informal channels. Given their importance as decision makers, the Committee has recommended amendments to allow flow of information to any counter party who: (i) is part of the promoter group; (ii) is in direct or indirect control of the persons under (i); or (iii) has a nominee director on the board. The information should be pursuant to a formal agreement in accordance with the regulations. Such flow of unpublished price sensitive information (UPSI) shall be considered for 'legitimate purpose', and not an offence under the SEBI (Insider Trading) Regulations 2015 (Insider Trading Regulations). Further, communication of information must comply with the Insider Trading Regulations.
  • Promoters' re-classification: Being a 'promoter' has several implications under Indian law, including a lock-in on shareholding. Under the present regime, a promoter can be re-classified as a public shareholder when replaced by a new promoter, or when the company becomes professionally managed, after receipt of necessary approvals from shareholders and stock exchanges. Additionally, post such re-classification the promoter cannot hold more than 1% of the listed company's shareholding. Moreover, the LODR does not deal with a single person, forming part of the 'promoter group', seeking to apply for re-classification. In this regard, the Committee has proposed a change at two levels: (a) a promoter post re-classification can continue to hold up to 10% of aggregate shareholding; and (b) reclassification of a specific person/entity which is a part of the 'promoter group' is permitted, to ensure that persons who may have been promoters but are no longer in control of the entity and have a low shareholding, can 'opt-out' of being 'promoters'.
  • Disclosures and approvals for related party transactions: Disclosures for RPTs are proposed to be half yearly, instead of annual disclosures that take place currently. The definition of related parties shall now include promoters/promoter group entities that hold 20% or above in a listed company. As a significant change, royalty/ brand usage payments to related parties exceeding 5% of consolidated turnover of the listed entity are proposed to be deemed material, and would require shareholder's approval.
  • Comment: The rationale for legitimizing information flow to promoters appears to be flawed. Considering that the Committee has emphasized on a matrix structure of governance with the board at the top as the decision maker in the affairs of the listed companies, legitimizing sharing of UPSI with any entity outside the board would undermine the matrix structure of governance. Moreover, if UPSI is shared to the promoter/significant shareholder, they are likely to be in possession of UPSI and consequently, not deal in the securities of the listed entity – practically, no entity would then opt to use this regime.

    Regarding related party disclosures, the proposed recommendation would bring in a lot of cheer with shareholder activist groups who have been mooting for stricter governance norms for related party transactions.

  1.                 Audit & Accounts
  • External opinion: To boost the independence of auditors, it is proposed to grant the auditors a right to independently obtain external opinions from experts, when they do not agree with experts appointed by the listed entity.
  • Increase in Disclosures: Disclosures regarding audit qualifications are proposed to be made mandatory, except for matters of going concern or sub-judice matters. Other disclosures are to include reasons for resignations of auditors, audit and non-audit services undertaken, auditor fees etc.
  • Comment: The various disclosures regarding auditors and their functioning contribute to an independent external auditor, and audit committee. These are positive measures to check alleged fraud, misrepresentation, and the financial position of a listed entity at regular intervals. This comes in the back drop of increased cases of fraud and companies approaching near insolvency in India.

  1.                 Governance of material subsidiaries
  • Scope of unlisted material subsidiaries: It is proposed to widen the ambit of material subsidiaries covered under the LODR by reducing the thresholds of consolidated income or net worth from 20% to 10%.
  • IDs on off-shore material subsidiaries: The Committee has recommended extending the requirement of appointment one of the IDs as a director on the board of off-shore material subsidiaries. Under the present regime, this is limited to Indian subsidiaries.
  • Good Governance Unit and secretarial audit: The Committee has recommended issuance of a guidance note by SEBI to listed companies for better monitoring of governance practices of all material subsidiaries. Further, it is also suggested to make secretarial audit mandatory for all material unlisted subsidiaries.
  • Group Audit: The Committee recommended that the auditor for listed company should be made responsible for audit opinion of all material unlisted subsidiaries. The blessing of the ICAI would be necessary for these recommendations to be effective.
  • Comment: The reforms suggested are much needed from a group good governance perspective. From a practical viewpoint, if all these recommendations are implemented, there may be significant cost implications on the listed companies to comply with the regulations.

  1.                 Disclosures and transparency
  • Broadening scope of existing disclosures: To increase transparency, it is proposed to have the board disclose non-acceptance of committee recommendations, if any, along with reasons. Further, disclosure of consolidated financial statements is proposed to be made mandatory on a quarterly basis as opposed to an annual basis presently.
  • Additional disclosures: Additional disclosures have been proposed for key changes in financial ratios, appointment and disqualification of directors, utilization of proceeds for preferential issues, holders of Global Depository Receipts etc.
  • Ease in compliance: Hard copies of annual reports submitted to various regulators, shareholders and stock exchanges, are proposed to be replaced with e-copies to the extent possible. Further, the Committee has recommended that disclosures across stock exchanges as well as regulatory agencies such as SEBI, MCA etc. should be harmonized to avoid multiple disclosures of similar information.
  • Comment: The Committee has made a strong emphasis on increasing transparency by way of disclosures. From a compliance perspective, this should be followed-up with efforts by the regulators to streamline and harmonize disclosures to reduce costs and ensure better adherence. Doing away with hard copies of documents would be a measure appreciated by all companies.

  1.                 Investor Relations
  • Shareholder meetings: The AGMs for top 100 listed entities are proposed to be held within 5 (five) months as opposed to 6 (six) months currently. Also, to enable shareholders to make informed decisions based on discussions in meetings, live one-way webcasts of all meetings and e-voting till 11:59 p.m. have been introduced for top 100 listed entities.
  • Stewardship Code: In line with the amendment brought by IRDA for insurance companies and to better investor relations, the Committee has proposed a Stewardship Code for institutional investors. The code may include provisions on discharge of stewardship responsibilities, voting and disclosures, managing conflicts of interest etc.
  • Treasury Stock: Based on SEBI's position in relation to suspension of voting on shares held by employee trusts, it is proposed that a listed entity holding its own shares by way of a treasury stock shall not have voting rights attached to such shares from 1 April 2021.
  • Comment: Though the changes on frequent AGMs and live meeting webcasts are favorable measures for increasing investor participation, the scope and enforcement of the Stewardship Code remains uncertain.

  1.                 Recommendations to Government agencies
  • Governance of Public Sector Enterprises (PSEs): For better governance of PSEs, the Committee has focused on securing their independence from the administrative Ministry. It is recommended that the Government stake in listed PSEs must be consolidated under holding entity structures with an independent board. This would help resolve the biggest problem of conflict of ownership and management in PSEs.
  • Capacity building and stricter enforcement: As a tool for capacity building, the Committee has recommended SEBI to (a) increase its human capital, (b) use data science and risk prediction for review of financial filings and statements, and (c) coordinate with other regulators and agencies for better enforcement of governance norms. The Committee has also called for stricter enforcement by other regulators such as ICAI in relation to auditors' norms.
  • Comment: The recommendations of the Committee in relation to role of regulators have not been taken well by the regulators – they have dismissed these as being beyond the terms of reference of the Committee. In our view, for an improvement in corporate governance practices, as is with all legal reforms, a robust enforcement mechanism to implement such reforms is imperative.

Way forward

SEBI has sought public comments on the Report from all stakeholders before 4 November 2017. Once all comments are collated and deliberated, SEBI is likely to issue amendments to the LODR based on the Committee Report.

The Report has elicited mixed responses from other regulators in the country. The Ministry of Corporate Affairs in its letter to the Committee has observed that some of the additional prescriptions in company law matters may hamper the ease of doing business initiatives by the Government of India. Though the Ministry of Finance has accepted changes such as disclosure of skills of directors and increase in number of minimum directors, they have raised concerns regarding removal of alternate directorship for IDs.

The recommendations of the Committee are set to overhaul the existing corporate governance regime in India. Some of the suggestions such as laying down expertise of directors, requirement of a woman independent director, emphasis on governance as a board agenda item, separation of powers at the board, increasing disclosures etc., are all steps in the right direction.

It must be noted that, there are certain governance issues which remain a missed opportunity. The Report does not adequately deal with procedure for removal of IDs, performance evaluation of directors, curbs on founders' control. From a company perspective, the recommendations will have a significant impact on existing business practices.

Given the impact the Committee recommendations seek to bring about in Corporate India and market participants, it is important that all stakeholders utilize this opportunity and make suitable suggestions to help the reforms achieve their true intent.

The content of this document do not necessarily reflect the views/position of Khaitan & Co but remain solely those of the author(s). For any further queries or follow up please contact Khaitan & Co at legalalerts@khaitanco.com

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions