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1. |
GOVERNANCE PHILOSOPHY |
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The Company's philosophy on governance is founded upon and structured on a rich legacy of principles and practices that predicates dealings with stakeholders based on fairness, transparency and ethical behaviour. It seeks to assiduously build mutual trust and confidence as the basis for all working relationships with stakeholders. Implicit in this philosophy is also the recognition and demonstration of a two way communication between the Company and its stakeholders, while the Company welcomes constructive ideas and encourages dissent, it also acts fearlessly and with conviction. |
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2. |
Board of Directors |
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Composition of the Board, Directorships & Committee positions held in other Companies and shares held as on 31st March, 2013 : |
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As on 31st March, 2013, the Company had nine Directors. The Board comprised of more than fifty percent Non-executive Independent Directors.
Details of Board composition are as follows : |
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Directors |
Category |
No. of other Directorships held (excluding*) |
No. of other Board
Committees** (excluding*) |
Shares held in the Company |
As a Member |
As Chairman/ Chairperson |
Syt Basant Kumar Birla -
Chairman |
Non-executive |
4 |
None |
None |
167707 |
Smt. Manjushree Khaitan -
Executive Vice-Chairperson*** |
Executive |
1 |
1 |
None |
239114 |
Shri Krishna Gopal Maheshwari |
Non-executive |
1 |
None |
None |
485 |
Shri Pesi Kushru Choksey |
Non-executive
Independent |
1 |
2 |
None |
500 |
Shri Amitabha Ghosh |
Non-executive
Independent |
10 |
7 |
4 |
Nil |
Shri Prasanta Kumar Mallik |
Non-executive
Independent |
3 |
3 |
1 |
200 |
Shri Vinay Sah
[Representing the Life
Insurance Corporation of
India (Investor)] |
Non-executive
Independent |
None |
None |
None |
Nil |
Shri Kashi Prasad Khandelwal |
Non-executive
Independent |
3 |
4 |
None |
Nil |
Shri Kamal Chand Jain - Whole-time Director |
Executive |
2 |
1 |
None |
Nil |
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* |
Kesoram Industries Limited, Private Companies, Companies under Section 25 of the Companies Act, 1956
("the Act") and foreign companies. |
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** |
Only two Committees viz., the Audit Committee and the Shareholders'/Investors' Grievance Committee
have been considered for this purpose. |
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*** |
Appointed Whole-time Director, designated Executive Vice-Chairperson effective 5th February, 2013 for five years subject to approval of Shareholders in General Meeting. |
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Shri Kashi Prasad Khandelwal joined the Board effective 10th April, 2012. |
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