The Company has a unitary board structure consisting of eight directors (including appointed CEO) of which four are independent.
The Board has formulated policies which it reviews on a periodic basis including risk management, procurement of fixed assets, goods and services, investments, borrowings, donations, charitable giving and contributions, whistle blowing, delegation of financial authority, transactions with related parties and transfer pricing, provision for slow moving stores and spares and impairment of assets, Board charter etc. These policies are implemented and monitored through delegation of duties to four standing committees of the Board: The Audit, Risk Management, Human Resource and Remuneration, and Governance and Nomination Committees.
The governing charter of the Audit Committee addresses the requirements of the Code of Corporate Governance and includes the requirements of best practices. The Committee is accountable to the Board for the recommendation of appointment of external auditors, directing and monitoring the audit function and reviewing the adequacy and quality of the audit process.
CEO and the CFO are responsible for the accuracy of financial information for inclusion in the annual report; the Committee provides the Board with additional assurance. The Committee also ensures that the Company has an effective internal control framework. These controls include safe-guarding of assets, maintaining proper accounting records, complying with legislation and ensuring the reliability of financial information. The Committee comprises of the following members:
Chairman, Non-Executive Director (Independent)
Member, Non-Executive Director (Independent)
Member, Non-Executive Director
Member, Non-Executive Director
The HR&R Committee reviews the human resource architecture of the Company and addresses the requirements of the Code of Corporate Governance. The Committee has been constituted to address and improve the crucial area of human resource development. Its aim is to assist the Board and guide the management in the formulation of the market driven HR policies regarding performance management, HR staffing, compensation and benefits. The expanded role of the Committee is to review CEO performance and to recommend CEO compensation for the approval of the Board. Further, the selection, evaluation, development and compensation of CFO, Company Secretary and Head of Internal Audit is also reviewed and recommended to the Board by the Committee. It is also responsible for consideration and approval of CEO recommendations on selection, evaluation and compensation for key management positions that report directly to CEO. The Committee comprises of the following members:
Chairman, Non-Executive Director (Independent)
Member, Non‐Executive Director
Member, Non-Executive Director (Independent)
Member, Non-Executive Director
The role of Governance and Nomination Committee is to assist the Board in the discharge of its functions as well as compliance with the Company’s governing principles. The Committee takes a leadership role in shaping the code of business conduct (governing principles) in order to keep them in line with international best practices. The committee will also monitor compliance with the Code of Corporate Governance other than those areas which fall under the oversight of the Audit Committee
The Board has established a mechanism for the evaluation of Board’s and Board Committees’ performance on the recommendation of the Governance and Nomination Committee. This evaluation is based on the mechanism of self-assessment by the individual Board / Committee members. For this purpose, a toolkit has been designed for assessing Board’s / Committees’ performance. Governance and Nomination Committee evaluates the Board’s and Board Committees’ performance in line with the methodology approved by the Board and recommends the same to the Board for their review and approval. The Committee comprises of the following members:
Chairman, Non‐Executive Director
Member, Chief Executive Officer
Member, Non‐Executive Director (Independent)
Member, Non‐Executive Director (Independent)
The governing charter of the Risk Management Committee addresses the Company’s strategic direction in the management of the Company’s business risks. The Committee is responsible for oversight on the establishment and implementation of a risk management framework, reviewing the effectiveness of the framework in identifying and managing risks and a review of all material controls (financial, operational, compliance) to ensure adequacy of risk mitigation measures. The Committee comprises of the following members:
Chairman, Non‐Executive Director
Member, Non‐Executive Director (Independent)
Member, Non‐Executive Director (Independent)
