| Generally the company's philosophy on corporate | | | | - Attendance of each director at the BOD meetings |
| governance is to attain the highest level of | | | | and the last Annual General Meeting. |
| transparency, accountability and integrity. The true | | | | - Number of other BODS or Board Committees he |
| meaning of corporate governance is to satisfy the | | | | she is a member or chairperson of. |
| aspirations of all stack holders, customers, suppliers, | | | | - Number of BOD meetings held, dates on which held. |
| leaders, employees, the shareholders and the | | | | 3. Audit Committee: |
| expectations of the society. The Board of directors | | | | - Brief description of terms of reference. |
| supports the broad principles of corporate governance | | | | - Composition, names of members and chairperson. |
| and direct the action of the organization to achieve it's | | | | - Meetings of attendance during the year. |
| a vowed objective of transparency, accountability and | | | | 4. Remuneration committee: |
| integrity. | | | | - Brief description of terms of reference. |
| Fundamental principles of corporate governance: | | | | - Composition, names of members and chairperson. |
| The basic objective of corporate governance is to | | | | - Attendance during the year. |
| maximize long term shareholder value. Therefore, good | | | | - Remuneration policy. |
| governance should address all issues that lead to a | | | | - Details of remuneration to all the directors, as per |
| value addition for the organization and serve the | | | | format in main report. |
| interests of all the stakeholders. | | | | 5. Shareholders Committee: |
| Transparency: | | | | - Name of non- executive director heading the |
| Transparency means accurate, adequate and timely | | | | committee. |
| disclosure of relevant information to the stakeholders. | | | | - Name and designation of compliance officer. |
| Without transparency, it is impossible to make any | | | | - Number of shareholders compliance officer. |
| progress towards good governance. Business heads | | | | - Number of shareholders complaints received so far. |
| should realize that transparency also creates immense | | | | - Number not solved to the satisfaction of |
| shareholder value. But, information Sharing is hindered | | | | shareholders. |
| under the excuse of confidentiality. There is need to | | | | - Number of pending share transfer. |
| move towards international standards in terms of | | | | 6. General Body Meetings: |
| disclosure of information by the corporate sector and | | | | - Location and time, where last Three Annual General |
| through all this to develop a high level of public | | | | Meetings held. |
| confidence in business. Once a company has public | | | | - Whether special resolutions were put through postal |
| shareholding it is imperative that its commitment to | | | | ballot last year, details of voting pattern. |
| financial transparency must be total. The Company is | | | | - Person who conducted the postal ballot exercise. |
| a trustee of the investors' money and this responsibility | | | | - Procedure for postal ballot. |
| in turn demands full disclosure. Corporations in India | | | | 7. Disclosures: |
| must learn to work with transparency and impeccable | | | | - Disclosures on materially significant related party |
| integrity as these are the essential ingredients to | | | | transactions i.e., transactions of the company of |
| maximize their wealth and wealth of the nation. | | | | material nature, with its promoters, the directors, the |
| Transparency and disclosure are the pillars of | | | | management, their subsidiaries or relatives etc., that |
| corporate governance because they provide all the | | | | may have potential conflict with the interests of |
| stakeholders with the information necessary to judge | | | | company at large. |
| whether their interests are being taken care of. | | | | - Details of non- compliance by the company penalties, |
| Accountability: | | | | structures imposed on the company by the stock |
| Corporate governance a top down approach | | | | exchange, SEBI or any statutory authority, on any |
| chairman, Board of directors and chief executives | | | | matter related to capital markets, during the last three |
| must fulfill their responsibilities to make corporate | | | | years. |
| governance a reality in Indian Industry. In companies | | | | 8. Means of communication: |
| with good governance, accountability is not just bottom | | | | - Half yearly report sent to each household of |
| up but also follows the reverse order. A department | | | | shareholders. |
| head is responsible for every decision taken on behalf | | | | - Quarterly results in which web site, where displayed. |
| of his department. Accountant also favors the | | | | - Where it also displays official news releases. |
| objective of creating shareholder value. | | | | - The presentations made to institutional investors or to |
| Merit based Management: | | | | the analysts. |
| A strong board of directors is necessary to lead and | | | | 9. General shareholder information: |
| support merit based management. The board had to | | | | - Annual General meeting: Date, Time and Venue- |
| be an independent, strong and non- partisan body | | | | Financial Calendar - Date of Book closure - Dividend |
| where the sole motive should be decision making | | | | payment date- Listing on stock exchanges - stock |
| through business prudence. Though corporate | | | | code - Market price data:- High low during each month |
| governance is much broader than corporate | | | | in last financial year. Performance in comparison to |
| management, an efficient and effective administration | | | | broad based indices such as BSE Sensex, CRISIL |
| of corporate sector is essential for meeting the | | | | Index, etc., |
| desired objectives. Corporate governance ensures | | | | - Registrar and Trade Agents: Share transfer system |
| that long term strategic objectives and plans are | | | | - Distribution of Share holding - dematerialization of |
| established and that the proper management structure | | | | shares and liquidity - Outstanding warrants or any |
| is in place it achieve those objectives while at the | | | | convertible instruments, conversion date and likely |
| same time ensuring that the structure functions to | | | | impact on equity- Plant locations - address for |
| maintain the company's integrity, reputation and | | | | correspondence. |
| responsibility to its various stakeholders. Thus, | | | | Future of Corporate Governance: |
| corporate governance involves the broad parameters | | | | Nowadays, more and more progressive companies |
| of reporting system accountability and control. | | | | are drawing and enforcing codes of conduct and |
| Suggested List of items to be included in the Report | | | | accepting tougher accounting standards which are |
| on Corporate Governance in the Annual Reports of | | | | mandated by law. These tendencies would be further |
| Boards: | | | | strengthened by a variety of forces like deregulation |
| 1. A brief statement on company's philosophy on code | | | | of economic reforms, disintermediation of financial |
| of governance. | | | | sector reforms, institutionalization of capital markets, |
| 2. Board of Directors(BOD): | | | | globalization of financial markets and tax reforms for |
| - Composition and category of directors. | | | | block money transactions. |