| Home
> Investor > Corporate Governance Policy
CORPORATE GOVERNANCE POLICY
OF AXIS-IT&T LIMITED
A) PREAMBLE
| "The concept of corporate
governance is complex but the principles on which it is based
are straightforward. These principles - such as transparency,
accountability, fairness and responsibility - are universal
in their application. The way they are put into practice has
to be determined by those with the responsibility for implementing
them. What is needed is a combination of statutory regulation
and self- regulation." - Sir Adrian Cadbury. |
Corporate governance is about commitment to values and about
ethical business conduct. It is about how an organization is managed.
This includes its corporate and other structures, its culture,
its policies and the manner in which it deals with various stakeholders.
Corporate governance also provides the structure through which
the objectives of the company are set, and the means of attaining
those objectives and monitoring performance are determined. Accordingly,
timely and accurate disclosure of information regarding the financial
situation, performance, ownership and governance of the company,
is an important part of corporate governance. This improves public
understanding of the structure, activities and policies of the
organization. Consequently, the organization is able to attract
investors, and to enhance the trust and confidence of the stakeholders.
We at AXIS-IT&T believe that sound corporate governance is critical
to enhance and retain investor trust. Accordingly, we always seek
to attain our performance GOALS with integrity. The Board extends
its fiduciary responsibilities in the widest sense of the term.
Our disclosures always seek to attain the best practices in international
corporate governance. We also endeavor to enhance long term shareholder
value and respect minority rights in all our business decisions.
Our corporate governance philosophy is based on the following
principles:
- Corporate governance standards should go beyond the law.
We strive to satisfy the spirit of the law and not just the
letter of the law.
- There must be timely and accurate disclosure on all material
matters regarding the Company. Transparency is the key.
- Accountability should be of the highest degree and management
must make a clear distinction and not use corporate resources
for personal purposes.
- Communication with the shareholders and employees must be
honest and transparent.
- Timely and regular compliance with the laws in all the countries
in which we operate.
- A simple and transparent corporate structure driven solely
by the business needs.
- An effective system of internal control, monitoring and reporting
mechanism as we believe that the Management is the trustee of
the shareholders' capital and not the owner.
B) INTRODUCTION
| (The following Corporate
Guidelines are proposed to assist the Board in the exercise
of its responsibilities. Corporate Governance is not a law
unto itself; rather, it is a Guideline, an ongoing evolving
process. It is, therefore, thought prudent that the Guidelines
for Corporate Governance be reviewed from time to time and
if necessary amended in the light of experience gained, the
needs of the day, the law, and the national and international
standards.) |
Efficient corporate governance requires a clear and unambiguous
understanding of the respective roles and duties of the Board
and of the senior management and their inter se relationships
as well as relationships with others in the corporate structure.
The relationships of the Board and management shall be characterized
by sincerity and transparency; their relationships with employees
shall be characterized by fairness; their relationships with the
communities in which they operate shall be characterized by good
citizenship; and their relationships with government shall be
characterized by a commitment to compliance in spirit as well
as word.
Senior management, led by the Chairman and Executive Director,
if any, is responsible for running the day to day operations of
the corporation and properly informing the Board of the status
of such operations. Management's responsibilities include strategic
planning, risk management and financial reporting.
The Board of Directors has the important role of overseeing management
performance and evaluating the Business Plan of the Company on
behalf of stockholders.
Stockholders necessarily have little voice in the day to day
management of corporate operations, but have the right to elect
representatives (Directors) to look out for their interests and
to receive the information they need to make investment and voting
decisions.
Over the last few years, the Board of Directors of our Company
has from time to time developed corporate governance practices
to enable the Directors to effectively and efficiently discharge
their responsibilities individually and collectively to the shareholders
of the Company in the areas of;
- fiduciary duties
- oversight of the Management
- evaluation of the Management performance
- support and guidance in shaping company policies and business
strategies.
An attempt has been made here in these guidelines to capture
and codify in one place these corporate governance practices.
These guidelines will not only provide a systematic and structured
framework as to how it could review and evaluate the Company's
performance in an independent manner but would also provide assurance
to the Directors in terms of their authority to oversee the Company's
management.
These guidelines are subject to future amendments or changes
as the Board may find it necessary or advisable for the Company
in order to achieve these objectives.
B. BOARD COMPOSITION
B1. Board of Directors' Responsibilities
The Company's Board of Directors represents the shareholders'
interest in perpetuating a successful business and optimizing
long-term financial returns in a manner consistent with applicable
legal requirements and ethical considerations. The Board is
responsible for identifying and taking reasonable actions to
help and assure that the Company is managed in a way designed
to achieve this result.
Board of Directors' Duties
The basic responsibility of the Directors is to exercise their
business judgment to act in what they reasonably believe to
be in the best interests of the Company and its shareholders.
In discharging that obligation, Directors shall be entitled
to rely on the honesty and integrity of the Company's officers,
employees, outside advisors and independent auditors.
Directors are expected to attend Board meetings and meetings
of Committees on which they serve, and to spend the time needed
and meet as frequently as necessary to properly discharge their
responsibilities. Directors are expected to review meeting materials
prior to Board and Committee meetings and, when possible, shall
communicate in advance of meetings any questions or concerns
that they wish to discuss so that management will be prepared
to address the same.
The specific duties of the Board of Directors' are as follows;
- Selection, Evaluation and Retention of Chairman/Chief
Executive Officers and Oversight of Selection and Performance
of Other Executive Officers, especially Chief Financial Officer
and Company secretary.
- Understanding, Reviewing and Monitoring Implementation
of Strategic Plans and Annual Operating Plan and Budgets
- Selection and Oversight of Independent Auditors, Oversight
of financial statements as per the Charter of the Audit Committee
- Advising Management on significant issues
- Review and approval of significant Company actions (e.g.
Declaration of Dividend, major Mergers & Acquisition transactions,
etc)
- Evaluating and nominating directors and members of Board
committees, overseeing the structure and practices of the
Board and the committees and overseeing other corporate governance
matters
- Consideration of other matters (In addition to
fulfilling its obligation to increase shareholder value, the
Board shall consider the impact of various actions and decisions
on the Company's customers, employees, suppliers and the communities
where it operates - all of whom are essential to a successful
business)
B2. Size of the Board.
As per the Memorandum & Articles of Association of the
Company, the maximum number of directors which the Company can
appoint is 12. Currently, the Board comprises of SEVEN Directors.
Out of the said Directors four are Non Executive Independent
Director and two are Non - Executive Director.
B3. Mix of Executive and Non-Executive Independent Directors
The Board believes that at least 50% of the total strength
of the Board shall constitute of Non Executive Independent Directors.
B4. Board definition of what constitutes "Independent
Directors"
The Board shall be comprised of a majority of Directors who
qualify as Independent Directors ("Independent Directors")
under the listing standards of the NSE. The Board will review
annually the relationship that each director has with the Company
(either directly or as a partner, shareholder or officer of
an organization that has a relationship with the Company). Following
such annual review, only those directors who the Board affirmatively
determines have no material relationship with the Company will
be considered Independent Directors, subject to additional qualifications
prescribed under the listing standards of the NSE. The basis
for any determination that a relationship is not material shall
be disclosed in accordance with applicable rules and regulations.
B5. Board membership criteria
The Executive Chairman shall be responsible for identifying,
screening, recruiting and recommending Directors for nomination
by the Board for election as members of the Board. An assessment
of the skills and characteristics needed by the Board in the
context of the current status of the Board must be performed
on a regular basis; the qualification guidelines for Board membership
criteria shall include;
- Strong management experience, ideally with major public companies
with successful multinational operations
- Other areas of expertise or experience that are desirable
given the Company's business and the current make-up of the
Board, such as expertise or experience in Information Technology
businesses, manufacturing, international, financial or investment
banking, scientific research and development, senior level government
experience and academic administration
- Desirability of range in age, so that retirements are staggered
to permit replacement of Directors of desired skills and experience
in a way that will permit appropriate continuity of Board members
- Knowledge and skills Independence as defined by the Board
- Diversity of perspectives brought to the Board by individual
members
- Knowledge and skills in accounting and finance, business judgment,
general management practices, crisis response and management,
industry knowledge, labor laws, international markets, leadership
and strategic planning
- Personal characteristics matching the Company's values, such
as integrity, accountability, financial literacy, and high performance
standards
- Additional characteristics, such as;
- Commitment to attend a minimum of 75% of meetings which
will also include attendance through audio/video conferencing.
- Ability and willingness to represent the stockholders'
long and short term interests
- Awareness of the Company's responsibilities to its customers,
employees, suppliers, regulatory bodies, and the communities
in which it operates.
The Board shall evaluate each individual as well as the Board
as a whole, with the objective of recommending a group that
can best be responsible for the success of the business and
represent shareholder interests through the exercise of sound
judgment using its diversity of experience in these various
areas.
In determining whether to recommend a director's re-election,
the Board shall also consider the Director's past attendance
at meetings and participation in and contributions to the activities
of the Board.
One third of the Board members are selected annually by the
Company's shareholders. Each year at the Company' annual meeting,
the Board shall recommend names of directors for re-election
by shareholders. The Board's recommendations will be based on
its determination as to the suitability of each individual,
to serve as directors of the Company, based on the Board membership
criteria.
B6. Proportion and Determination of Independent Directors
The Board believes that as a matter of policy, Independent
Directors shall comprise of at least 50% of the Company's Board.
This will not, however, prevent the Board from taking valid
actions, if due to a temporary vacancy or vacancies on the Board,
there are fewer than the intended proportion of Independent
Directors. Any such vacancies shall be filled as soon as reasonably
practicable.
(a) Independence Generally
An "Independent Director" is one who is not, and
has not been within the last five years;
- an employee of the Company or any of its affiliates
- affiliated with or employed by a present or former independent
auditor of the Company or any of its affiliates
- part of an interlocking directorship in which an executive
officer of the Company serves on the Compensation & Benefits
Committee of another public held company that employs such director
- an immediate family member of any one who has been an officer
of the Company or any of its affiliates or has had a relationship
described above; or
- has never been the Chief Executive Officer of the Company
and has been determined by the Company's Board not to have any
other material relationship with or to the Company or its management
(either directly) or as a partner, shareholder or officer of
an organization that has a material relationship with or to
the Company or its management.
B7. Selection of new Directors
The Board shall be responsible in actual practice and not merely
as a procedural formality, for selecting members of the Board
and in recommending them for election by the shareholders.
The Board shall be responsible for determining the qualification
of an individual to serve on the Audit Committee as a designated
"Audit Committee Financial Expert" as required by
applicable SEC rules.
The invitation to join the Board shall be extended by the Board
itself, through its Chairman of the Board with the Chief Executive
Officer of the Company.
B8. Tenure
The tenure of Executive Directors must not exceed a period
of five years on each occasion.
Independent Directors shall be eligible for retirement by rotation
as well as reappointment once in every two years.
The age limit for retirement of the Executive and Non Executive
Independent Directors shall be as per the law.
B9. Board Compensation
Executive Directors shall be paid remuneration within the limits
envisaged under Schedule XIII of the Companies Act, 1956. The
remuneration payable shall be recommended by the Remuneration
Committee, to be formed as and when required, to the Board and
shall be approved by the Board as well as the Shareholders of
the Company.
Non Executive Independent Directors
No professional or consulting fee shall be payable to Non Executive
Independent Directors in their capacity as Directors.
However, a sitting fee may be paid to all the Non Executive
Directors for each meeting attended by them. (The sitting fee
is currently Rs. 2000/- inclusive of any and all travel and
Boarding expenses.)
B10. No specific limitation on other Board Service
The Board does not believe that its members be prohibited from
serving on Boards and/or Committees of other organizations other
than on Boards of companies which are in competition with the
businesses pursued by the Company. Each Director is expected
to ensure that his or her other existing and planned future
commitments do not materially interfere with such Director's
service on the Board. Service on Boards and/or Committees of
other organizations shall be consistent with the Company's conflict
of interest policy.
However, as in terms of the Listing agreement with NSE, the
Directors cannot be Chairman of more than 5 Committees across
all the Companies in which they are Directors, the Directors
are expected to ensure the same.
C.
BOARD MEETINGS
C1. Scheduling and Selection of Agenda Items for Board meetings:
The Board meetings of the Company shall be held at least once
every quarter i.e. during the last week of April, July, October
and January every year. Apart from these Board Meeting may held
as and when required and thought Prudent by the Chairman of
the Board. The dates for the Board meetings and Committee meetings
of the Board shall be decided by the Executive Chairman and
shall be communicated to each Board Member at least 15 days
in advance
C2. Place of holding the Board meetings
The meetings of the Board will be held at the Company's Corporate
office in NOIDA unless otherwise decided by the Chairman of
the Board.
C3. Agenda for the Board meetings
It shall be an endeavor to send the agenda for the Board meetings
to the Directors at least 7 days prior to the Board meeting.
However, it shall be the aim to circulate the agenda at 15 days
in advance. Draft agenda of the Board meeting as well as the
Committee meetings shall be circulated to the Board members
and the Chairman of the Sub-Committees of the Board respectively,
for their views. The final agenda shall include such matters
as decided by the management as well as the issues suggested
by any of the Directors from time to time. Each Board member
is free to suggest the inclusion of items on the agenda. Each
Board member is also free to raise at any Board meeting, subjects
that are not on the agenda for that meeting. Importantly, the
agenda and meeting schedule must permit adequate time for discussion
and a healthy give and take between Board members and management.
C4. Advance Distribution of Board Materials
In accordance with the requirements under Secretarial Standard
guidelines issued by the Institute of Company Secretaries of
India, all information relevant to the Board's understanding
of matters to be discussed at an upcoming Board meeting shall
be distributed in writing or electronically to all members at
least one week in advance. Such materials shall be the materials
sought by the Directors based on the specific requirements as
mentioned by them in the feed back given at the end of each
Board meeting. This will help us in facilitating the efficient
use of meeting time. In preparing this information, management
shall ensure that the materials distributed are as concise as
possible, yet give directors sufficient information to make
informed decisions. The Board acknowledges that certain items
to be discussed at Board meetings are of an extremely sensitive
nature and that the distribution of materials on these matters
prior to Board meetings may not be appropriate.
C5. Attendance at Board meetings
The Board meetings shall be attended by the Directors as well
as such members of the Corporate Executive Council of the Company
as decided by the Board on invitation by the Board. The Board
welcomes the regular attendance at each Board meeting of selected
members of management as invited by the Chairman.
All Executive Directors shall make it a point to attend all
meetings of the Board. The Non Executive Independent Directors
shall make it a point to attend at least three meetings in a
year. In case if it is not possible to attend Board meeting
in person, wherever possible, Directors shall make themselves
available to participate in the Board meetings through teleconference
or video-conference though for the purpose of attendance their
participation would not be considered under law.
C6. Fees and allowances for attending the Board meeting
- Sitting fees of Rs.2000 shall be payable per Board meeting,
inclusive of lodging, Boarding, travel expenses from the place
of residence to the location of Board meeting and out of pocket
expenses, to all directors
- No sitting fees shall be payable to Executive Directors
C7. Board access to Senior Management and Independent Advisors
Board members are granted complete access to the Company's
Management (nevertheless ensuring that such contact does not
interfere with the operation of the Company's ordinary business).
The Board, in its sole discretion, also shall have access to
any independent advisors.
C8. Materiality determination based on Facts and Circumstances
In assessing the materiality of any existing or proposed director's
relationship with the Company (other than a relationship described
in Standards enumerated at the end of these guidelines applicable
for an Independent Director, which will always be deemed material),
the Board will consider all relevant facts and circumstances.
Material relationships can include, but are not limited to,
commercial, industrial, banking, consulting, legal, accounting,
charitable and familial relationship. The Board shall evaluate
materiality not only from the perspective of the director, but
also from that of persons and organizations with which the director
has a relationship. The Board may adopt categorical standards
to assist it in making determinations of independence.
The basis for determination by the Board that a relationship
is not material shall be disclosed in Company's proxy statement.
This disclosure shall be stated in a general way for anyone
satisfying any categorical standards adopted by the Board and
described in the proxy statement, but the determination shall
be specifically explained if no such standards are adopted or
if a director does not satisfy them.
C9. Strategic and Operating Plans
At least once a year, the Board will review the Company's strategy
and operating plans and provide input to management. The review
of the Company's strategic plan ordinarily will occur at the
Board's January meeting and the review of the Company's financial
and capital plans will take place at the April meeting. The
Board will regularly monitor the implementation of the annual
plans to assess whether they are being implemented effectively
and within the limits of approved budgets.
C10. Minutes
The minutes of all meetings of the Board shall be circulated
to the Board and Corporate Executive Council members not later
than 2 weeks from the time of conclusion of the Board meeting.
D. BOARD COMMITTEES
D1. Types of Committees
The Board of the Company has the following Committees;
- Audit Committee
- Shareholders'/Investors' Grievance Committee
- Share transfer Committee
The membership of the Audit Committee shall comprise of only
Non-Executive Directors of the Company. At least one member
shall have accounting or financial management experience, as
defined by the Securities and Exchange Board of India Guidelines
or as required under applicable Stock Exchange listing requirements.
In the case of Shareholders'/Investors' Grievance and Administrative
Committee, the same shall comprise of any two directors of the
Company and the Company Secretary of the Company.
The Shareholders'/Investors' Grievance Committee shall be held
at least once in every three months. The Board has adopted written
charters for each of the Committees in line with the responsibilities
envisaged under SEBI regulations.
D2. Audit Committee meetings
The meetings of the Audit Committee shall at least be held
four times a year and preferably on the day of the Board meeting
in which the results of the Company are being considered. The
Audit Committee meeting shall be held before the Board Meeting.
It shall be an endeavor to circulate the docket for the Audit
Committee meeting shall be circulated at least 72 hours prior
to the commencement of the meeting. The Audit Committee meeting
shall be attended by;
- The members of the Audit Committee
- Statutory Auditors
- Chairman and Managing Director
- Chief Financial Officer
- Head of Internal Audit
- Company Secretary
- Such other invitees at the discretion of the Chairman of the
Committee
Independent criteria for Audit Committee members
In addition to being an Independent Director, as defined above,
each member of the Company's Audit Committee must not, except
in his or her capacity as a member of the Audit Committee, the
Board or any other Committee of the Board;
- Accept directly or indirectly any consulting, advisory, or
other compensatory fee from the Company OR
- Be an affiliated person of the Company or any subsidiary thereof.
For this purpose, the term "affiliated person" means
one who, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with,
the Company or any of its subsidiaries. A person will not be
deemed in control of the company or any subsidiary, if the person
is not;
- a beneficial owner directly or indirectly of more than
10% of any class of equity securities of the Company or
such subsidiary; OR
- an executive officer or director of the Company or such
subsidiary As an amplification of the foregoing;
- Director's fees must be sole compensation that an
Audit Committee member receives from the Company
- Permissible director fees may include equity based
awards and may also include fees that are structured
to provide additional compensation for additional duties
(such as extra fees for serving and/or chairing Board
Committees), if any;
- A former employee of the Company who later qualifies
as an Independent Director will not be barred from chairing
or serving as a voting member of the Audit Committee
merely because he or she receives a pension or other
form of deferred compensation from the Company for his
or her prior service
- Neither an Audit Committee member nor his or her firm
may receive any fees from the Company, directly or indirectly,
for services as a consultant or a legal or financial
adviser. This applies without regard to whether the
Audit Committee member is directly involved in rendering
any such services to the Company.
D3. Shareholder's/ Investors' Grievance Committee
The Shareholders'/Investors' Grievance Committee meetings shall
be at least one in every three months. The Chairman of this
Committee shall be a Non Executive Independent Director. This
Committee shall review the queries/complaints received from
the shareholders during the quarter and responses given to the
shareholders. We have internally fixed a turnaround time of
less than 7- 15 days in closing all the queries/complaints received
from a shareholder. The Company shall also disclose the details
of queries/complaints received during the quarter and resolved
during the quarter in its earning release every quarter.
D4. Share Transfer meeting
This Committee shall approve transfer of shares, transmission
of shares, issue of duplicate share certificates, etc. this
Committee shall meet as and when there are transfer of shares
to be considered. As the shares of the Company are compulsorily
traded in demat mode, the request for transfer is not received
often.
D5. Frequency and length of meeting of the Committees of the
Board and Agenda
The Chairman of each Committee of the Board, in consultation
with the Chairman of the Board and appropriate members of management,
will determine the frequency and length of the meeting of the
Committees' and develop the Committees' agenda. minutes of the
Committee meetings will be shared with full Board.
E. REVIEW OF MANAGEMENT
E1. Board Performance
The Board shall have an effective mechanism for evaluating
performance on a continuing basis. Meaningful Board evaluation
requires an assessment of the effectiveness of the full Board,
the operations of Board Committees and the contributions of
individual directors.
1. Group Performance
The Chairman of the Board shall sponsor and oversee an annual
performance evaluation of the Board to determine whether it
is functioning effectively. This evaluation focuses on the performance
of the Board as a whole, concentrating on areas where performance
might be improved. The Board shall administer an annual self-evaluation
of the performance of the full Board and the Committees of the
Board and reporting its conclusion and recommendation to the
Board.
2. Individual Performance
The Chairman shall administer an annual performance evaluation
of each director, with consideration being given to skills and
expertise, group dynamics, core competencies, personal characteristics,
accomplishment of specific responsibilities, attendance and
participation. The Chairman of the Board shall communicate the
results to each director. Such an evaluation process may also
include self/peer evaluation of each director.
E2. Management Development
The Board shall determine that a satisfactory system is in
effect for education, development, and orderly succession of
the senior and mid- level manager throughout the company. In
addition, the Compensation & Benefits Committee, with input
from the Chief Executive Officer and other members of management
as appropriate, will review annually the Company's program for
management development and succession planning for executive
officers other than the Chief Executive Officer.
F. MANAGEMENT'S RESPONSIBILITIES
Management is responsible for operating the Company in an effective,
ethical and legal manner designed to produce value for the Company's
shareholders consistent with the Company's policies and standards
including this policy. Management is also responsible for enforcing
and complying with mandatory provisions of the Company's policies
and standards. Senior management is responsible for understanding
the Company's income producing activities and the material risks
being incurred by the Company and also is responsible for avoiding
conflicts of interest with the Company and its shareholders
1. Financial Statements and Disclosures
Management is responsible for producing, under the oversight
of the Board and the Audit
Committee, financial statements that fairly present the Company's
financial condition, results of operations, cash flows and related
risks in a clear and understandable way, for making timely and
complete disclosures to investors, and for keeping the Board
and the appropriate Committees of the Board well-informed on
a timely basis as to all matters of significance to the Company.
2. Strategic planning
The Chairman/Chief Executive Officer and senior management
are responsible for developing and presenting to the Board the
Company's strategic plans for implementing those plans as approved
by the Board.
3. Annual Operating Plans and Budgets
The Chief Executive Officer and senior management are responsible
for developing and presenting to the Board the Company's annual
operating plans and annual budgets and for implementing those
plans and budgets as approved by the Board.
4. Effective Management and Organizational Structure
The Chairman/ Chief Executive Officer and senior management
are responsible for selecting qualified members of management
and for implementing and working within an effective organizational
structure appropriate for the Company's particular circumstances.
5. Setting a strong ethical "Tone at the top"
Senior management and especially the Chief Executive Officer,
are responsible for setting a "Tone at the top" of
integrity, ethics and compliance on the part of all persons
associated with the Company, with applicable legal requirements
and with the Company's policies and standards.
6. Internals Controls and Procedures
Senior management is responsible for developing, implementing
and monitoring an effective system of internal controls and
procedures to provide reasonable assurance that: the Company's
transactions are properly authorized; the Company's assets are
safeguarded against unauthorized or improper use; and the Company's
transactions are properly recorded and reported. Such internal
controls and procedures also shall be designed to permit preparation
of financial statements for the Company in conformity with generally
accepted accounting principles or any other criteria applicable
to such statements.
7. Disclosure Controls and Procedures
Senior management is also responsible for establishing, maintaining
and evaluating the Company's "disclosure controls and procedures"
in line with the requirements under the Securities & Exchange
Board of India.
The internal accounting control procedures include procedures
designed to ensure that;
- Competent accounting team is engaged in recording, processing
and communicating information required to be disclosed by
AXIS-IT&T under the requirements of the Securities Exchange
Act, Indian Companies Act and Listing Agreement, etc.
- Design and operation of internal controls are monitored
on a continuous basis
- Appropriate closing procedures are adopted for compiling
and analyzing financial and non-financial information for
purposes of Exchange Act disclosures.
- Disclosure Committee is established to review financial
statements and financial / non-financial disclosures from
the perspective of determining adequacy of disclosures and
assessing materiality of information.
- Appropriate accounting policies / methodologies are selected
and applied consistently;
- Accounting estimates and assumptions relating to provisioning,
accruals and liabilities / receivables on disputes and pending
litigation are conservative and applied consistently over
a period of time;
- Disclosure of financial information that is informative
and reasonably reflects the underlying transactions and events
and the inclusion of any additional disclosure necessary to
provide investors with a materially accurate and complete
picture of an issuer's financial condition, results of operations
and cash flows
- Non-standard transactions are escalated to the level of
Business Unit CFO's and the proposed accounting treatment
is determined along with the Corporate Accounting team.
- The Audit committee reviews the quarterly / annual reports
in conjunction with the earnings release and other financial
/ non-financial information to be made available to the public
to ensure that the information presented is not materially
misleading.
- Standard operating procedures are established in respect
of all reporting and listing requirements in India and the
US that clearly identify the reporting requirements, trigger
events and make persons responsible for monitoring the trigger
events and compiling information for complying with such listing
requirements.
G. Miscellaneous
1. Resources
The Board and Committees of the Board shall use reasonable
amounts of time of the Company's internal and independent accountants,
internal and outside lawyers and other internal staff and also
shall have the authority to hire independent accounting experts,
lawyers and other consultants to assist and advise the Board
and its Committees in connection with its responsibilities.
The expenses in utilizing the resources for Board and its Committee
shall be formally approved by the Board per year.
2. Reliance
Each Director is entitled to rely in good faith on;
- corporate records, corporate officers, corporate employees
or Board Committees OR
- any other person selected with reasonable care as to matters
reasonably believed to be within the person's professional or
expert competence The Board shall assess the qualifications
of all such persons on whom it relies, shall inquire as to the
processes used by such persons to reach their decisions, prepare
their reports and make their recommendation and shall also inquire
as to the substance of such matters, and shall hold such persons
accountable for any follow up reasonably needed to satisfy the
Board.
3. Disclosure of this Policy
This policy, including the Committee charters and code of business
conduct and ethics shall be posted on the Company's website
and also shall be available in print to any shareholder requesting
it. Such availability on the Company's website and in print
will be noted in the Company's annual report to its shareholders.
4. Review of Corporate Governance guidelines
The Corporate Governance guidelines of the Company shall be
reviewed by the Nominating and Corporate Governance Committee
on a periodic basis and if necessary amend the same in the light
of experience gained, the needs of the day, the law, and national
& international standards.
For further information, please Contact
Us
For other Service Offerings, please visit: |
Privacy
Policy | Terms of Use