Annual Report 2011-2012 - HCL Infosystems

ANNUAL REPORT 2011-12
Report On Corporate Governance
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company firmly believes that good corporate governance practices ensure efficient conduct of the affairs of the Company
while upholding the core values of transparency, integrity, honesty and accountability and help the Company in its goal to
maximize value for all its stakeholders.
The Company adopts and adheres to the best recognized corporate governance practices and continuously strives to better them.
The Company is in compliance with the requirements of the guidelines on corporate governance stipulated in Clause 49 of
the Listing Agreement with the Stock Exchanges.
2. BOARD OF DIRECTORS:
(i) As on 30 th June, 2012, the Board of Directors of the Company comprises of ten Directors. Of the ten Directors, eight are
Non-executive Directors and six are Independent Directors. The composition of the Board is in conformity with Clause
49 of the Listing Agreement entered into with the Stock Exchanges.
(ii) None of the Directors on the Board is a member of more than 10 Committees or Chairman of more than 5 Committees
as specified in Clause 49 across all the Companies in which he is a Director. Necessary disclosures regarding Committee
position in other public companies as at 30 th June, 2012 have been made by the Directors.
(iii) The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and
the last Annual General Meeting and the number of Directorships and Committee Chairmanship/Memberships held by
them in other companies is given below. Other Directorships do not include alternate directorships, directorships of
private limited companies, companies incorporated outside India and companies incorporated under Section 25 of the
Companies Act, 1956. Chairmanship/Membership of Board Committees include only Audit and Shareholders/Investors
Grievance Committees.
Names Category No. of Board Whether No. of No. of Committee
Meetings during attended last Directorships in positions held
2011-12 AGM held on other public in public
4th November, companies as companies as
2011 on 30th June 2012 on 30th June 2012
Held Attended Chairman Member
Mr. Harsh Chitale* Executive 5 5 Yes 2 - 1
(Whole-time Director Director
& CEO)
Mr. Ajai Chowdhry** Promoter & Non- 5 5 Yes - - -
(Chairman)
executive Director
Mr. J. V. Ramamurthy Executive 5 5 Yes 3 - 1
(Whole-time
Director
Director & COO)
Mr. D. S. Puri Promoter & Non- 5 5 No - 1 -
executive Director
Mr. E. A. Kshirsagar Independent & Non- 5 5 Yes 7 5 4
executive Director
Ms. Anita Independent & Non- 5 4 No 3 - 3
Ramachandran executive Director
Mr. V. N. Koura Independent & Non- 5 4 No 3 1 -
executive Director
Dr. Nikhil Sinha Non-executive 5 5 Yes - - 1
Director
Mr. Ajay Vohra Independent & Non- 5 3 No 1 1 1
executive Director
Dr. Pradeep K. Khosla* Independent & Non- 5 3 No - - -
executive Director
Mr. Dhirendra Singh*** Independent & Non- 3 2 N.A. 3 - 1
executive Director
* Mr. Harsh Chitale and Dr. Pradeep K. Khosla were appointed as Additional Directors w.e.f. 17 th August, 2011. Mr. Chitale was also appointed
as Whole-time Director w.e.f. 17 th August, 2011.
** Mr. Ajay Chowdhry resigned from the position of Whole-time Director w.e.f. 31 st March, 2012 and from the position of Director w.e.f. 30th
June, 2012.
*** Mr. Dhirendra Singh was appointed as an Additional Director w.e.f. 31 st January, 2012.
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