Annual Report 2006-2007 - Gammon India

REPORT ON CORPORATE GOVERNANCE
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE :
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Annual Report 2006-2007
Corporate Governance broadly refers to a set of rules and practices designed to govern the behaviour
of corporate enterprises. It refers to a system by which Companies are governed, controlled and managed.
Your Company’s philosophy on Corporate Governance envisages accountability, responsibility and
transparency in the conduct of the Company’s business and its affairs vis-à-vis its employees, shareholders,
bankers, lenders, government, suppliers, dealers etc. and accordingly lays great emphasis on regulatory
compliances. Your Company firmly believes that Corporate Governance is a powerful tool to subserve the
long-term growth of the Company. Your Company continues to give high priority to the principles and practice
of Corporate Governance and has accordingly benchmarked its practices with the existing guidelines of
corporate governance as laid down in the Listing Agreement.
2. BOARD OF DIRECTORS (BOARD) :
(a) Composition :
The Company has an optimum combination of Executive and Non-Executive Directors and is in accordance
with Clause 49 of the Listing Agreement. The Board is headed by an Executive Chairman, Mr. Abhijit Rajan.
The present strength of the Board is 8 (Eight) members. 50% of the Board members are non-executive
and independent directors. All the members of the Board are persons with considerable experience and
expertise in industry, finance, technology, management and law.
None of the Directors on the Board is a member of more than 10 (Ten) committees and Chairman of more
than 5 (Five) committees as per clause 49(I)(C)(ii) across all companies in which they are Directors.
(b) Number of Board Meetings held and dates on which held :
During the year under review the Company held 7 (Seven) Board Meetings on 08/05/2006, 29/06/2006,
31/07/2006, 11/08/2006, 31/10/2006, 31/01/2007 and 21/03/2007 and the gap between two meetings did
not exceed four months.
(c) Details of Directors, their attendance at Board Meetings and the last Annual General Meeting and
details of other directorships :
The composition of the Board, category of Directors and details of attendance of each Director at Board
Meetings and last Annual General Meeting, details of other directorships & membership of committees are
as stated below :
Name and
Designation
of Director
Mr. Abhijit Rajan,
Chairman &
Managing Director
Mr. Peter Gammon
Chairman Emeritus
Mr. Rajul A. Bhansali
Executive Director
Mr. C. C. Dayal
Director
Mr. S. K. Guha Thakurta
Director
Mr. Himanshu Parikh
Director
Category of
Directors
Promoter/
Executive/NI
No. of Board
Meetings
attended
(01.04.2006
to 31.03.2007)
Whether
attended
last A.G.M.
(held on 26 th
September, 2006)
No. of
Directorships
in other Public
Companies
No. of
Chairmanship and
Membership of
Committees of other
public companies
Chairman Member
6 Yes 7 0 0
Promoter/Non-
Executive/NI
0 No 0 0 0
Executive/NI 7 Yes 1 0 0
Non-Executive/I 7 Yes 9 1 4
Non-Executive/I 3 Yes 9 1 4
Executive/NI 7 Yes 9 1 1