Annual Report 2008-2009 - Bharat Petroleum

ANNEXURE TO THE DIRECTORS’ REPORT
ANNEXURE B
Report on Corporate Governance
1) Company’s philosophy on Code of Governance
Bharat Petroleum Corporation Limited’s corporate philosophy on Corporate Governance has been to ensure
fairness to the Stakeholders through transparency, full disclosures, empowerment of employees and collective
decision making.
2) Board of Directors
As per the Articles of Association of the Company, the number of Directors shall not be less than three and more
than sixteen.
As on 31st March, 2009, the BPCL Board comprised 5 Whole-time (Executive) Directors including Chairman &
Managing Director, 2 Part-time (Ex-Officio) Directors and 4 Part-time (Independent) Directors. For nomination of
additional 3 Part-time (Independent) Directors, required under revised Clause 49 of the Listing Agreement, the
Company has taken up the matter with the Government of India.
During the year, all meetings of the Board and the Annual General Meeting were chaired by the Chairman &
Managing Director.
None of the Non-Executive Directors of BPCL had any pecuniary relationship/transaction with the Company during
the year.
The Directors neither held membership of more than 10 Board Committees nor Chairmanships of more than
5 Committees (as specified in Clause 49 of the Listing Agreement and Guidelines on Corporate Governance for
Central Public Sector Enterprises issued by Department of Public Enterprises) across all the companies in which
they were Directors.
The required information as indicated in Annexure IA to Clause 49 of the Listing Agreement and Annex IV to
Guidelines on Corporate Governance for Central Public Sector Enterprises were made available to the Board of
Directors.
Details regarding the Board Meetings; Annual General Meeting; Directors’ attendance thereat, Directorships and
Committee positions held by the Directors are as under:
Board Meetings
Eleven Board Meetings were held during the financial year on the following dates:
2nd April, 2008 24th April, 2008 17th June, 2008 11th July, 2008
28th July, 2008 22nd September, 2008 30th October, 2008 4th December, 2008
14th January, 2009 29th January, 2009 30th March, 2009
The Board has reviewed the compliance of all laws applicable to the Company.
The Board has adopted a Code of Conduct for the Directors and also for the Senior Management of the Company
and the same has been posted on the website of the Company. There is a system in the organisation of affirming
compliance with Corporate Governance by the Board Members and Senior Management Personnel of the
Company.
46 Bharat Petroleum Corporation Limited